The Stray
by Mionikoi
Summary: This story is about a young and mysterious boy who wonders Midgar. As events unfold, will we learn about this boy or will he continue to be shrouded in even more mystery? (So I restarted the entire story. It has it's similarities to the last but I think this is best. And to follow a plot I am about to do so again.)
1. Chapter 1

(sorry, I've been doing minor adjustments to the chapters lately.)  
Her name was Tifa. She was a woman in her early twenties who had long black hair that came down to her hips and auburn eyes. She had a white shirt and a black miniskirt with suspenders. She also wore boots that came just above her ankles. She stood in the pantry of a tavern called 7th Heaven. It was place with a bit of a country theme to it. There was two wooden tables, one being a square and another being a longer rectangle. The tavern had a full bar with several bar seats, a juice box and a broken pinball machine. Over the bar was a TV and here and there hanging on the walls were various neon signs. It was a small place, but rather homely. But the owner face a dilemma. She frowned when she saw she had to go grocery shopping because the truck didn't come in for another three days and they were out of a popular starchy root that was imported from the western continent. She was sure they were called 'Potatoes.' She was glad they were cheap at least. But they were out.

"Marlene, will you be okay watching the store while I'm gone? Barret should be home soon." Tifa called out. "Uh huh! I'll wait for Pa Pa!" Came a little girl's voice in response. She felt bad for having to leave but the neighbors generally kept an eye out for her and Sector 7 wasn't really that bad. So she wasn't worried. She stepped out and looked about her surroundings. Sector 7 slums was like many of the other sector slums. A polluted maze of concrete walls and heaps of scrap metal, rubble and trash. The slums of each sector was underneath massive pizza shaped plates of a floating city above held up by pillars. The scenery was unsettling. Daily life in the slums was a life without a sky. A life without night or day. And it was not until she passed a figure standing on a pile of junk looking up at a rat he or she just impaled... With a gun? It had a knife attached to the end of the rifle, which was falling apart.

The woman stared at the figure. A long navy blue coat with a straw hat on the owner's head. The coat came well below the legs only revealing a pare of brown boots. The figure's hands were covered by gloves. And everything about the person as Tifa became close enough to get a better look said he or she was dirty and poor. The clothes were covered in patches of gray, black and brown cloth. The figure pulled the rat off the blade from the tail and stared at it. It was then the person's head turned towards her to reveal very little still.

Most of his or her face was covered by a high collar buckled up so all that could be seen was a pair of yellow eyes that glowed... Or she thought so until he or shifted and the reflection of light didn't shine into his or her eyes. " I don't think that rat is very appetizing... You might get sick if you eat it." Tifa finally spoke up. The figure looked down at the rat still in its hand an cocked it's head. " I suppose so. It isn't very good bait either." A male voice said. It was the voice of a boy, maybe in his early teens. Tifa noted that his jacket was buttoned up and that over all the person was shorter than her. This was obvious when he climbed down from the pile of scrap. " But I'm sure I can turn a few in for a bounty, so I can get something for them." He said pulling a sack out of a large front pocket of his jacket and dropping it in.

Tifa looked disgusted. " You are going to walk around with a sack full of dead rats?" She said with a sour face. The boy scuffled one of his feet out of nervousness but then took a step back when she took a step forward. " I don't exactly have a job." He said taking a step back. Tifa looked at him a little worried. " What about your parents?" She asked taking a step forward. "I.. I live by myself. I don't have anyone but myself." He said. Step. Tifa frowned. Step. It wasn't any of her business. She couldn't think of anything to do or say and it wasn't her business to interfere with him. " You have a place you are staying at? You aren't living on the streets are you?" She asked. Step. She watched him move like a cautious animal. "No.. I-I have a place I stay at. A little hole in the wall in sector 3." He said. Step. Tifa looked utterly shocked. "You live in sector 3?! That place is really bad and dangerous! Even worse than sector 6!" She said said looking very worried.

There were a lot of murderers and thieves there. Even rumors of cannibals. The boy paused. " I know. Not all the people there are bad... But it is pretty rough there." He said not denying the truth. He looked down at the sack with the dead rat in it. Then up at the woman's face. Then turned away away. Tifa thought of something. " Hey, kid! You want to work for a meal?" She blurted out suddenly. The boy turned around on one heel so suddenly it startled her. "What?" He asked. She wrinkled her nose. " I asked if you wanted to work for a meal. You will have to leave that bag and the rat behind." She said.

The boy looked up at her then down at his feet. " He seemed to be weighing his options then nodded and tossed the sack up onto the scrap pile. " So, you need a body guard I guess?" He asked holding his make shift rifle-spear in his arms. She took a look at it and smiled. She doubted it could fire. This kid really didn't know her either. It was actually kinda cute. " No. I just need you to help carry the groceries back home." She said and continued to walk toward the train station. She had to go to Sector 1. The kid simply shouldered his weapon. She noted that the rifle seemed to be held together with cloth wrapping which also doubled as a shoulder strap. The blade fixed at the end of the gun's barrel was detachable and screwed on. The blade was big enough to use as a dagger and it had a fuller, a indent in the middle of the blade made for making it easier to pull out of whatever it is stabbed into. The gun, to her surprise actually might fire after all. Other then a screw missing that attached the weapon to the stock it was in better condition then she thought. It even had a clip, however it was obviously a bolt action.

" Where did you get that?" She asked as they walked together. The kid was silent for a while before he shrugged. " I don't remember. I guess I found it as soon as I woke up. It was with me along with a few other things. That was years ago though. I have been trying to save up so I could get it repaired." He said shifting an iron bangle on his arm she had overlooked. It had a yellow materia in it. She decided to not comment on the materia. Such things are very valuable and expensive. " So how good are you with that gun?" She decided to venture instead as they came in site of the station. " I do live in Sector 3. Most people I don't want to deal with leaves me alone." He said simply. She frowned at his arrogant answer. But it was probably true. They got to the platform and Tifa paid for the tickets. The kid hesitated but got on before Tifa could comment. They sat down on the velvet red benches of a passenger car. " So, what's your name?" She asked sitting across from him. He was looking out the window with his back to her for a moment before turning back towards her. " I don't know." He said shrugging his shoulders. Tifa looked at him in wide eyed amazement.

" Wait, you don't have a name!?" She exclaimed before the kid could could tell her to hush because she might bother the other passengers. And it was embarrassing. " I probably do... I just don't remember it..." He said and looked away. " I don't have an ID card. Isn't that going to be a problem?" Tifa thought about it. The alarms would go off once they got to a scanning checkpoint. They could tell the conductor and let him know so he could override it... But they would need a name to give him. She sighed and rubbed her face. The boy thought about it for a moment then chuckled. "Call me Fáin." He said with a bit of mirth coloring his voice. Tifa looked at him as if he was weird in the head. It was a really weird name for a boy. He probably **WAS** weird in the head. At this point the boy named Fáin was laughing. She wanted to ask what was so funny but he shook his head. " Sorry. An inside joke." He finally said after a while. Tifa sighed. A bit reluctant to bring this weird child home with her. Then she thought about it. His new name probably had its own meaning for him. She didn't understand the word so she let it go. She needed to tell the staff on the train that he didn't have an ID. "Wait right here okay?" And with that she left.

And then she was gone. The boy named Fáin sighed. " She has really big boobs..." He said to himself blushing and glad she wasn't around to hear him say that. He was also glad she didn't try to grab him and hug him like some have. And slapped him later for it. Females were scary. And sometimes very confusing. Fáin started to walk around and noticed a terminal. He looked at it for a moment and started to push buttons. It showed him the route, when they would arrive, the check points they would pass, and how long they would be at each stop. Fáin sighed seeing that it didn't have anything more entertaining then that it had a map of Midgar. He then took a ball out. It was a green rubber bouncy ball and he sat down, trying to balance it on the toes of his boot. He wasn't very good at it.

Eventually, Tifa came back. She smiled at him. "Everything has been taken care of. We will be arriving in an hour and thirty minutes. So maybe we can talk about things along the way?" She ventured to ask. Fáin was glad she could not see his smiling face. It was nice to talk to people. But he didn't want her to know that. He simply cocked his head to the side and passed the ball to her. She sat down on the opposite side from where he was. " So, you don't know much about where you are from or who you might be?" She asked trying to feign being casual about it. She had to choose such an unpleasant topic? Fain looked away after he caught the ball under one of his feet.

" It has been like that since I was around seven." He said. Tifa was shocked. " How... You have been on your own seven years?" She asked. He nodded. She looked up at how frayed his straw hat was. It was somewhat of a conical hat. Things were getting awkward. "Hobbies?" She asked catching the ball when he rolled it over to her. " Hunting I guess. Hunting, scavenging, salvaging. What ever pays and keeps me alive." He answered before thinking a little further. " I sometimes even carried mail and messages to people, but I would rather keep my distance from others. Letting someone get close can be dangerous." Then he thought about something. How to get things from not being so awkward. " What about you? Friends, family? Do you come from Midgar? What's it like outside? How big is the world? Is it round or flat? Are there any of those big yellow birds out there? What about the little white things with the big red ball at the end of their antenna? Do you own a vehicle? What do you know about the other continents? Do you like cow milk?" He barraged her with a bunch of questions.

Tifa was taken back. " Heh heh heh... Ummm. No I'm from a little town called Nibelheim. I don't have any family anymore and I do have some friends. Out side is really big and I'm not sure how big the planet is. And of course it is round! And those big birds are called Chocobo. I'm sure there are plenty out there! The little white furry guys are called Moogles." She said trying not to think of her past. " Let me see. The western continent is rather hot and arid in some places and the northern continent is colder. I have no idea what a cow is but I did taste their milk and it wasn't bad..." She stopped to think for a moment. She understood how he felt. But he didn't seem to have too much of a past beyond him surviving here in Midgar. Still, it must still be the same feeling of loss. " Do you have a favorite food?" She asked. Fáin thought about it. He didn't exactly get to eat very often to really be able to stop and enjoy food. "Anything not contaminated that will make me sick I guess..." He said rolling the ball she passed back and forth under his feet. " Are you planning on having more kids one day?" He asked. Tifa almost missed the ball because she burst out laughing. She laughed for a while until she caught sight of Fáin looking a little afraid and moving a little away from her.

" Sorry, sorry! No, Marlene isn't mine! What, do I look like I'm a mom?" She asked. Fáin opened his mouth but some feeling of danger made him shut it and refuse to answer. She waited for an answer but he was adamant about not answering. " So, are you interested in having kids?" She finally asked giving up on prying his opinion out of him. Fáin almost sighed in relief. " Not really. I'm only... I don't know, fourteen maybe?" He said and shrugged. Tifa caught the ball with her foot. " What about you?" He asked. Tifa smiled this time.

"Do I look like I would be a mom?" She asked. She frowned when he scooted further away from her. What a skittish kid. She tried to roll the ball to him but the train suddenly began to slow. That was when she watched him pounce on the ball because not a second after the train began to slow did a man open the door. He looked down at the boy who was laying on the floor. " Sector 1 stop. And please make your kid behave ma'am."

And then the manr was gone. Fáin sighed in relief as he put the ball into one of his large front pockets. Tifa glared at the door the man who had come in from. She offered to help the boy up but he ducked away. He was very skittish, she noted. He practically jumped like a scared cat. He must not be used to people being so close. Tifa sighed. " Come on if you want dinner." She said and got off the train. Fáin followed.

It was a several hours later that they were back at the 7th Heaven. Fáin had become less talkative since they first got off the train and didn't say anything while they rode back. Or when they got back to the bar. Barret was there. He was a big dark skinned man with a high fade military haircut and a thick beard. He had scars on his right cheek and his right arm had a Gatling gun grafted to the lower part of it. He also had a tattoo on his left arm. He wore a dirty brown vest that looked like it had been a leather jacket but the sleeves had been ripped off. His belly was covered with metal plates and so was just above his massive left hand. He wore a pair of green pants and really big combat boots. Fáin would have bolted then and there if Tifa had not got in the way. None the less he had dropped the potatoes and was in mid dash before being stopped.

This man scared him. " Geeze Fáin, stop being so skittish." She said and waved for him to go back inside. " You want dinner right?" His eyes said he would be happy to skip. Tifa sighed. "Go sit down. Barret isn't going to eat you." She said giggling before grabbing the other bag of potatoes and carrying them to the pantry with no effort. She was strong! Really strong. "What kind of sick joke is that Tifa? You know I will chew up punks like him and spit 'em out." The big man said gruffly. His sense of humor was not very humorous. " BARRET! Shut up!" Tifa yelled coming back from the pantry. Barret considered her for a moment then put his remaining hand up apologetically. " I'm only joking Tifa. You know that!" He said. He clearly respected her. She continued to glare at him. " It isn't funny." She said flatly. Barret sighed. " So who is the kid and where is he from?" Barret asked as he sat down on one of the wooden tables.

Tifa sighed. " His name is Fáin and he is from Sector 3." She said. Barret slowly turned his head towards Fáin with at first disbelief then wariness. " Really? You must be a real hard knock to survive over there!" the big gun armed man said. "Pa pa!" The little girl in a purple dress called out happily. The boy watched as the big man picked her up and nuzzled her. He must be her father. Fáin calmed down and sat at one of the tables closer to the door. It was near what apparently was a broken pinball table. Barret sat his little girl up on his shoulder. She seemed more then happy to be up on this bulky perch. He looked up at the little girl in a purple dress with a little envy. He didn't know if he should ask this man questions or just shut up, wait for dinner, eat and go home.

Tifa on the other hand seemed to have other plans. " So why don't you stay here for the night?" She asked cheerfully. Barret seemed less pleased with the idea and turned away to mouth something towards her. She mouthed back that it will be fine. He turned back towards Fáin looking less than pleased. The boy shook his head. " No, I couldn't. I'm happy for the meal. I couldn't afford to stay hear! I should hurry up and finish my bounty too!" He said waving his arms.

He didn't want to stay around people. " Kid, you stink! At least stay and have a bath and let me wash your clothes!" She insisted. He continued to refuse. " No I-I can't! I just can't!" He said and with that he darted out the door with amazing speed. Tifa blinked slowly taking in the fact that he had left. It happened so suddenly. She then registered this fact and ran towards the bat-wing doors, but he was gone.

"He is hiding something too." Barret said bluntly. Tifa nodded. "He's a mystery on top of another mystery I guess." She said and sighed. " Poor kid is going to be starving too..."


	2. Chapter 2

Fáin laid underneath the moogle slide in the Sector 6 playground. A place with a tall slide shaped like a moogle, a big round mound also shaped like a moogle and a swing set. He laid there underneath the slide curled up and shivering from how distraught he was. Yesterday, Sector 3 had been quarantined and many of its citizens had been purged. Many of them had been decent people that although he had not been close to, they had treated him fairly. Fáin laid there not believing it. It was because of the ever growing issue with the monsters that ate people. Shinra had believed the rumor about the cannibals and ordered for Sector 3 slums to be quarantined. And many of its people were now dead. This thought echoed in his head again and again. " Hello there!" The soft voice of a young woman called out in greeting. Fáin gasped and turned to face a young woman with emerald green eyes smiling back at him. For once his first reaction wasn't to flee or try to. He stared back, his eyes betraying wonder before he shook his head and wiped his tears away with the back of his gloved hand.

" Sorry." He said very quietly. The woman simply smiled. She crouched down. She was wearing a pink dress and a red jean vest with ankle boots. A woman with emerald green eyes and long light brown hair who continued to smile at him with a friendly warm face. " Take your time." She said calmly. She stood up and for a moment Fáin thought she had left. But instead she had climbed up on top of the moogle slide. The boy took a deep breath and crawled out to look up at her. She just sat up there looking as if she was enjoying her nostalgia. Fáin considered if it would be rude to speak to her or if he should politely leave. "So you lost people you cared about." She stated, almost as if she was trying to reassure that she was correct, but knew already what she said was true.

Fáin looked up at her then away before nodding. She gave a understanding smile. Fáin stared down at his feet. " They were important to you?" She asked very simply. Again, the boy nodded. He wasn't close to them, but they were kind to him. The only people of a place he called home that was truly kind to him. The woman nodded and smiled sadly. " I see. Please, don't be sad." She said and slid down and started to walk off towards Sector 5. She stopped as if reconsidering something she was going to say before she turned back to him. "I know it probably isn't right for me to say, but maybe you should go visit some of the people you still know." She said and turned away. Fáin looked up towards where she had been walking towards, but she was already gone. He thought about it. This must be how other people felt when he suddenly disappeared.

Fáin sighed. Who did he still know? No one still from Sector 3 liked him. Actually they only called a 'truce' because of the tragedy. If he went to visit them they would try to kill him. Or they would try to use him for things he would not want. Things that might get him killed. Or make him miserable. He thought about the other Sectors. There was the nice old lady from Sector 1. He felt bad for visiting her because she was always trying to give him food and things. He didn't feel like he deserved any of it. He was just happy that her grandson looked after her and kept her from being taken advantage of. He had an embarrassing moment when he thanked the grandson for looking after her not knowing who he was at first. She was visiting family on the plate.

Then there was that younger lady from Sector 2 that flirted with him... But she had a boyfriend now and that guy... Well actually he was nice when Fáin took him aside to be upfront that his girlfriend's affections was very one sided between her and the mysterious boy with yellow eyes as she called him. The man was the 'Go To Person' if he wanted to sit down and have a cup of coffee so long as Fáin would tell him of his adventures, and promise not to flirt with his girlfriend... He felt guilty for not learning the young man's name for a long while. He recalled he slept during the day and was more evailable late at night. Sector 4... Well it wasn't that bad. There was an old man who was in the Wutai war and lost his leg. He would offer Fáin some cake and tea if the boy would listen to his war stories. Fáin really enjoyed the stories about how he fought alongside the Wolf of Shinra or got to see the SOLDIER members in action. He was in the hospital.

Sector 5 was a nice place. But no one offered him food or much conversation. They didn't chase him away either or give him any issues... So that was good. He mostly visited there because of the flowers. He remembered that the girl just now smelt like flowers. She must be from around there then. He was surprised that this was their first meeting. Sector 6... Well he mostly avoided there other then to visit the playground. Sector 8 was out of the question simply because most people there would try to get him to join some fan club or buy something that was LOVELESS related. It was an entertainment district and he couldn't afford to visit, let alone get to know anyone. So Sector 7 was the only one of two left. Fáin sighed. He didn't want to face the big gun armed man and Tifa. He remembered, the man's name was Barret. Fáin stood in the park and frowned. Last was Sector 0, which he avoided like the plague because it was the main area for Shinra's headquarters. It was dangerous staying around there for him. So that wasn't an option. Sector 7 it was then.

And so Fáin made his way there, weaving through the slum's polluted mazes. Eventually he stood in front of the 7th Heaven and considered if he should go in. Before he knew it he was up at the entrance just to the side peering in. Tifa was there cleaning beer mugs. She had noticed him but pretended that she had not. Fáin felt like maybe he should maybe make a new home in Sector 5 and avoid this place. That was when he decided he should probably just turn around and leave. Before he could he heard the foot steps of a big man trying to be sneaky. Fáin couldn't get away before the big man snatched him up from the back of his coat. The kid dangled in the air like a pup or kitten. He had hoped they had forgotten him. Well that wasn't exactly true... "Welcome back Fáin." Tifa said with a smile but then glared at him angrily before going back to washing mugs.

"You look even worse for ware then when I met you. It has been months!" She said before she walked from behind the counter and stood eye level with him. She was angry. But Fáin looked surprised. She was the first person who genuinely and outright show any sign of real worry for him. Or to meddle with him with good intentions... He didn't want to look at her in the eye but she grabbed both sides of his head to keep him from looking away. She really was strong. He looked everywhere but her eyes but she stood there like that for a long moment just glaring at him. "I'm not doing this all day you two." Barret said bluntly and dropped Fáin, who collapsed on the ground. Tifa crouched down and looked him in the eyes.

"It has been a full month Fáin! Where have you been? Why did you leave? I'm sorry about your home in Sector 3, but where are you staying now?" She asked. She looked genuinely worried about him. The boy shook. A thought in his head came to him. This wasn't right. No one really cared about him. No one SHOULD care about him. He was just a street rat. Some kid who lived on the streets. Like a cat that goes from one 'master' to the next... She shouldn't- But then she hugged him close to her. His mind went into overdrive until he couldn't think at all. Fáin sat on the floor with a woman hugging him. And he started to tremble. He wanted to push her away. He wanted to escape again, but he couldn't move.

Tifa let go of him after a while and stood up. She then turned away for a moment before she turned back around again and faced Barret. " How about we give him a job? The one we have been talking about for a bit?" She said with a smile. Barret sighed. Apparently they had had this discussion for a while now. Fáin simply sat there staring blankly into the distance. What was going on? Why? Tifa placed a hand on the top off Fáin's head and found that he had suddenly disappeared and reappeared on a table on all fours. His yellow eyes were the only thing visible of his face. But with a closer look, he looked terrified for a moment.

Tifa stared at him. He was crouched on all fours as if to pounce. He was fast, skittish and she could now see his pupils contracting into thin slits like a cat's would. She backed away and watched him. " Hey kid, calm down. We aren't going to pull your hat off or try to strangle you... Stop being so damn jumpy before I knock a nice lump in that head of yours!" Barret said gruffly. Tifa calmed herself and stared Fáin in the face... Towards his face. It was obvious now what he was trying to hide. He wasn't human. Or at least, he wasn't a normal human. She sat down at the table furthest from Fáin. Barret however walked away from the entrance and through a doorway to go upstairs. "I'm going to go check on Marlene." He said before leaving. He apparently thought there was no point in blocking Fáin's way anymore. He would run if he wanted to run or stay if he wanted to stay.

Tifa sighed and waited for the boy's next move. He stood stock still staring her down. " What happened to your rifle?" Tifa asked after a few minutes of nothing-ness. Fáin finally sat down on top of the table he had stood crouched on. " I 'de-equipped' it." He answered simply. Tifa raised an eyebrow. Fáin sighed reached his hand out into empty space and barked, "Equip!" And not a second later, his rifle was grasped in his hand. " Carrying a weapon around all the time can be a bit inconvenient. " He said and shrugged before barking 'de-quip' and watching it disappear. Tifa stared at the bangle around his arm. That was probably a command materia that allowed him to do that. "So, are you interested in a job?" Tifa finally asked him.

She needed to get to the point before he tried to run away again. Fáin considered her for a moment, his eyes still cautious. " What is it about?" He asked. Tifa smiled, which made him even more wary. " First, how do you stand with Shinra?" She asked. The sudden question made Fáin cock his head. " They destroyed the only home I ever knew and killed the few people of my home I was at really good terms with there. I don't have any love for them." The boy answered straight forwardly after a pause to think about it. He couldn't bring himself to hate anyone, but if given the chance he would want to hurt Shinra. Tifa nodded. " Would you fight them?" She asked. The boy looked at her puzzled. Was she reading his mind? He nodded. And she smiled more.

" Would you fight against Shinra with us and kill their forces if it meant stopping their tyranny and saving the planet from their life sucking reactors? "She asked. The boy chuckled. " So you all are AVALANCHE huh?" Fáin asked. And then sighed. " Boy do you guys have a hefty price on your heads." He said and shrugged. She looked at him critically. " Don't worry, I won't say anything. But I don't want any of you hunting me or trying to expose me... " He said waving his hands defensively. Tifa closed her eyes and then opened them only to continue glaring at him critically.

"So I just need to help you guys and I get paid?" He asked trying to push the focus of the topic elsewhere. Tifa relented and nodded. " That's the gist of it." She confirmed. The boy sighed. " My only conditions is that if I join I want all of you to give me some space. I don't like being so very close to people..." He said bluntly. Tifa looked unsure of this. She looked at him worried but he just simply stared back at her like a cautious animal waiting for her next move. She took something small, flat and box shaped from the bar after she got up and walked over to it. " SO are you going to join us or not?" She asked impatiently.

Fáin thought about it for a very brief moment. " Yes... So when do we start?" He asked. He really didn't have any love for Shinra Electric Company. But he didn't really want to be close to these people. He didn't want people to worry about him, or try to learn about things he didn't want to show them. Tifa threw the object that was in her hand and hit Fáin dead chest. It was a cellphone, and the boy almost dropped it. " Don't loose that. And answer it when we call you. Once we have a mission ready for you, Barret will give you a call. I know he doesn't want to come looking for you and neither do I. So pick up the phone when we call, got that?" She said suddenly turning bossy.

Fáin simply nodded and slipped the phone into a pocket. " You can get out of here now." She said turning her back to him. The boy nodded and waved goodbye. And then he was gone. Barret came back down stairs and crossed his arms. " Happy now?" He asked Tifa. She nodded and smiled. " Now we can at least keep track of him." She said and went back to cleaning mugs.

It wasn't long before he had a phone call. He fumbled with it and missed the first call. He tried to call back but had no idea how the phone worked. Eventually he managed to answer the phone after someone showed him that the green button was for answering and the red was for ignoring or hanging up. " I'm sorry, I'm sorry! I don't know how this thing works!" He said nervously and feeling embarrassed. Barret growled. "Well remember how to answer the damn phone for now on! Where the hell are you?" Barret yelled.

Fáin looked around. He was in Sector 5. " Sector 5 Slums." He said as he sat down on some rubble. Barret was quiet for a moment. " Wait, what? How the heck did you get all the way there that quickly?" He finally said after the pause. The boy chuckled. " Through the train graveyard. Not too many people can do that though. So it makes it easier." Barret sighed in annoyance. " You are going to give me a headache. I called to make sure the phone worked and to make sure we know your location. No missions as of right now. Stay ready and be on standby. You are free to do whatever you want otherwise. Just don't do anything stupid!" Barret said and then said goodbye before hanging up. The kid sighed. Now he just needed to find a place to stay and a way to recharge his new phone. He could remain independent and not have people know his secrets. And now he had a job. Things were looking a little bit better.


	3. Chapter 3

Fain sighed. He was sitting underneath the bar. They were in the secret room that doubled as AVALANCHE's hidden base. There was another new member. A mercenary named Cloud Strife. He was a spiky blond haired man with blue eyes that glowed a little. Apparently he was a SOLDIER 1rst class. One that he had NEVER heard before. However he had heard of the buster sword he wielded. Fain decided not to comment. He wore the dark, almost black SOLDIER 1rst class uniform and had a shoulder pauldron on his left shoulder.

Then there was the three tech support. A heavy set man wearing a tan shirt, blue jeans, and a red bandana was sitting opposite of Fain. Apparently his name was Wedge. He had a few strands of black hair sticking out, wore a bandolier, had brown leather boots on and pauldrons on both his shoulders. Then there was a slimmer man with equally dark hair combed back. Green pants, lighter green shirt, red bandana tied around his forehead and brown boots. He had a belt with a gun holster around his waist, and around his chest and he wore brown leather gloves. His name was Biggs.

And finally a young woman. With light brown hair and brown eyes. She had a blue shirt underneath a metal chest plate and also had pauldrons. She had tan shorts and brown boots on. She also wore gloves. Her name was Jesse and she sat next to Fain. Or rather as close as Fain would let her before scooting away. Biggs was opposite of Cloud and in the corner of the room stood Barret who was briefing them on their mission. Fain listened to Barret attentively while Cloud listened impatiently. Fain asked questions while Cloud stayed silent cracking his knuckles. Fain pointed out that there was a better entrance to Sector 1 Reactor while Cloud simply yawned.

Fain didn't like Cloud. But Tifa put a good word in for them. Apparently Fain was to be magic support and recon. This was because they had found out that Fain could absorb the magic in materia and use it even without the materia present and equipped. This being the case, Fain had learned how to use Bolt, Ice, and Fire. The down side was that when Fain learned a knew magic this way, he was incapacitated for the rest of the day per materia. Having had absorbed three in one go Fain had been incapacitated for half a week. Needless to say, when he first used magic without materia Barret was very pleased.

But Fain hadn't fully recovered yet. He still felt very ill. But he could hide this fact due to the fact that he usually moved much faster then normal humans. So for now his motion was reduced to moving at the rate that a normal human would. He told Barret this of course. Tifa though... She was none the wiser. Barret was about to put the mission hold, but Fain insisted. He could keep up without straining himself to terribly. And he wasn't very heavy so if he DID collapse Barret could easily throw him over his shoulder and run like hell. If he had to and without to much trouble anyways. Fain might puke if he did that though.

Soon they were on the next train available. They would hijack it and make their way to Sector 1. Fain was happy he wasn't prone to motion sickness from vehicles. At least that much was going his way. He laid against the wall of the train to rest. Soon enough Jesse changed the Train's course and no one was the least bit concerned. Apparently the conductor got the message that they had to make an emergency stop at Sector 1 for a sensitive cargo pick up. Some passengers were going that way anyways so it was no big deal. Except those passengers, little did he know were members of AVALANCHE.

Fain waited. Everyone was quite and tense. Cloud was waiting on top of the roof, Barret was in a cargo car, Jesse, Biggs and Wedge were in the passenger cars waiting at the door. It was Jesse who was looking down at him with concern. She had heard that he was incredibly fast, but she had also heard that he was suffering from some kind of sickness. Fain ignored her. He needed to concentrate on keeping his meager breakfast in his stomach.

 _Darkness. There was darkness. A warm darkness. But then, there were stars. Stars among a darkness that shifted and turned. Something was traveling through those stars and the darkness. From where? To where? What was traveling? Then the stars turned green and a young woman's face appeared. A familiar face. Emerald green eyes, light brown hair. A red vest with a pink dress and brown boots that tapped on the hard ground and echoed as she stood up from praying and began to walk away carrying a basket of flowers..._

Then the train began to slow.

Fain struggled to get up as he blinked rapidly. What was that he saw just now? His attention was brought back to the hear and now when he heard some commotion outside. The platform guards were quickly subdued. Fain got out of the train. " Come on newcomer! Follow Me!" Barret yelled and left promptly. And with that Cloud jumped off from on top of the train. They were met by two other guards that rounded the corner. Fain looked at them annoyed while Cloud blocked their machine gun fire with his massive sword. Fain raised his hand and shot bolts of lightning at them. Their bodies locked up for a moment before they collapsed onto the ground. Dead or unconscious, Fain couldn't tell. But they smelt burnt. Cloud paused and looked down toward the boy who was now walking past him.

He knew why this kid was brought along now. But he wasn't about to be outdone. He charged the next two guards to round the corner and took them out with two swings because they were too far apart. Fain knew they were dead. The huge sword nearly rent them in half before the force sent them flying. Maybe it was their bangles that save them... No, they were bleeding out pretty badly. Fain shook his head clear it as they finally made it to the first gate. Biggs and Jesse were at the gate trying to override the security and get the gate open. Wedge was keeping watch.

Fain took this Que and rounded the next corner so he could take watch to make sure no one came from the other end. The three techies exclaimed their feelings of how impressed they were with Cloud. Biggs tried to introduce himself once he got Cloud's name but Cloud cut him off telling him that he didn't care and he was moving on after this mission was over. Good riddens then.

That was when Barret rounded the corner, passing by Fain and and yelling at Cloud and the three for 'traveling in a in a group.' He must have simply been anxious because there was nothing else they could have done. Jesse managed to open the gate. " We'll rally up at the next gate past the bridge." He said and then scowled at Cloud muttering that he didn't trust him before running ahead. Fain took note that a sign had gone off notifying that there were intruders after Cloud took in the sight of the reactor and they ran past the gate around one corner then another to get to the large T catwalk bridge that connected to the entrance of the reactor. Wedge stayed behind to cover their exit. Biggs and Jesse were waiting up ahead with Barret at the next gate. Cloud and Fain's approached. "Yo! This your first time in a reactor?" Barret asked. Fain nodded but realized Barret wasn't talking to him. He was looking directly at Cloud, so Fain decided to keep watch behind them in case any Mps showed up.

"No. After all, I did work for Shinra, y'know." Cloud said with a cocky demeanor. Was he trying to piss Barret off? Barret seemed to ignore that. " The planet is full of Mako energy. People here use it everyday." Barret said. Cloud simply shrugged not caring. " It's the life blood of the planet! But Shinra keeps on sucking it up with their weird machines!" Barret yelled shaking his fist. Cloud glared at him. "I'm not here for a lecture. Let's just get this job over with." He said coldly. Barret glared back. " Alright then. You and Fain are coming with me." He said bluntly. Apparently he wanted to make sure he kept an eye on Fain and Cloud and keep them close by. He wanted to make sure they did the job properly. Fain knew he didn't trust Cloud, apparently a former member of SOLDIER, and Fain... He knew he wasn't 100% and Tifa would be upset if something happened to him.

Biggs opened one gate while Jesse opened the next two. Biggs stayed behind to cover the area. They finally made it to an elevator. Now that they had time to breath and Barret thought it was best to take the time to explain why they were destroying the reactors. "Little by little these reactors are draining all life out of this planet. Once the Mako is gone, that is it!" Barret explained. Maybe he had hope for Cloud. Fain closed his eyes and winced at his next words. "Not my problem." He replied. Cloud basically said he didn't care, he was here for the money. That was it. "They are killing the Planet Cloud! It's dyin'!" Barret said raising his voice. "The only thing I care about is finishing this mission 'fore security and robogaurds show up."

Barret was starting to shake with anger, but then Fain spoke up, " Does it matter if he cares? So long as the job gets done and the reactor is destroyed? Isn't AVALANCHE's goal one step closer because of that?" Barret paused to look down at Fain. He relented, but he didn't look at Cloud with anything but distaste. Fain didn't want to defend Cloud but fighting here wasn't going to be productive. They needed to get in and get out. Fain looked at his cell phone. They had already been in ten minutes. They needed to hurry up. Fain looked at Barret who nodded when he saw the worry in the kid's eyes. They needed to pick up the pace. And then there was stairs. At least they were going down. Through a door way and there was a gap in the ledge they had to jump over.

Barret didn't even bother asking or waiting for Fain to try to jump. He grabbed the boy around the waist and hopped on over. That gave Fain a good view of a long way down into a lake of mako if Fain had not been able to make it. Girders, ladders, pipes and more ladders. This time Jesse stayed behind. They made it onto another catwalk that lead to the core of the reactor. Their was a piece of materia laying there. Fain stopped and stared down at it. "What the heck is wrong with you? Just pick it up!" Cloud said but fain shook his head rapidly. Barret picked it up instead. " He can't touch the stuff." Barret said flatly. " Now you go and plant the bomb." Cloud looked surprised. " Weren't you going to do it?" Cloud asked. Barret shook his head.

" Just do it, I gotta make sure you don't pull nothin'!" He said gruffly. "Fine, whatever.." Cloud said and started to walk towards the core before he staggered and held his head. " What's wrong with you?" Barret asked. Fain held his head. He heard something warning them to watch out... That it wasn't just a reactor. It felt like someone yelled as loudly as they could inside his head. Fain was glad Barret wasn't watching him.

Cloud looked at Barret confused. " Hurry up and plant the bomb, what the heck is wrong with you?" Barret hollered. Cloud shook his head again. " Yeah... Sorry." Cloud muttered and grabbed the bomb. He planted it behind the valve and started to arm it with fifteen minutes on the clock. It wasn't a second after he armed it that the alarms went off. "Well, heads up, here it comes!" Barret yelled pointing his gun arm at a huge Scorpion Guard making its way towards them. It was huge! It had six legs, two huge gun arms, a huge tail with a sharp spear like point at the end and lots of sensors. They had to fight this thing on such a narrow walkway? "Equip!" Fain shouted and grasped on to his Rifle that he ejected the clip out of and inserted another into.

"Equip!" This time a bandolier with ammo for his rifle appeared and slung over his shoulder. Barret and him started to fire at it. The armor was too thick to really do any damage so they started to fire at it's joints. Cloud focused on using bolt to try and fry its circuits but there was only so much he could do with it mostly being grounded out. That's when it used it's search scopes on them. Fain frowned. They needed to take those out to keep it from staying locked on to them. It turned around quickly to stab at Cloud with its tail, shoving him into the reactor and forcing him to block with the sword. Fain ducked underneath it and started to fire at its underside. He managed to take a leg out but it made a point of trying to stab and squash him. He had to roll out of the way.

Barret held his gun arm up and concentrated. "Big Shot!" He yelled and fired a red ball of fiery energy that hit one of the gun arms and ripped it off. "BRAVER!" Cloud shouted as he lept into the air and slashed at the other gun arm. That was when it raised it's tail and pointed at it. Cloud was about to yell a warning that it was about to use it's counter laser, but it was too late. Barret had opened fire at one of its sensors and activated its tail laser. Time seemed to slow down as Fain watched the energy gather as the tip of the Scorpion Guard's tail laser. Fain realized they were cornered and that they couldn't go anywhere. They couldn't escape it. He wished their was something he could do. Something that would protect them. He didn't want anyone to die. No more. No more loosing anymore people! Fain shook his head and one word came to mind that he screamed as loudly as he could. "AEGIS!" Fain shouted throwing his hands up as he stepped in front of Barret and Cloud to take the laser head on. He thought he was going to die. But that was not the case.

The laser didn't just stop at an invisible wall that stood between him and where the laser impacted. No. The laser rebounded of the barrier and struck the reactor above, tearing a whole in it. "But the barrier only lasted as long as the laser did. In one short burst Fain was on his knees gasping for breath before he trusted an empty hand towards the robot and shouted, "BOLT!" Lighting shot from Fain's hand and struck the roboguard. It struck harder then it should. Because when it struck, the metal turned cherry red. As did the catwalk below it. Fain stumbled backwards and leaned on the railing. He didn't realize he had been moving twice as fast as Cloud and Barret had. But some good news was that he didn't feel as crappy as he did all day.

"FIRE!" He shouted! And a raging wave of fire engulfed the roboguard. "Bolt!" Cloud shouted after powering up his materia and sending a bolt of lighting at the Scorpion Guard. It reared up from the force of magic that was impacting it. Barret grinned wildly as he shot at the joint of one of the two legs it was standing on. One gave way and caused the whole robot to collapse and fall off the catwalk.

Fain blinked. They had won? "Come on! Let's get out of hear! We have ten minutes till detonation!" Cloud yelled. Oh crap! Run, run, run! Fain zipped away running a grunt through with his bayonet and shooting another one that was in the way. Barret and Clout took care of the Sweeper that rounded the corner. Run, run run! They really didn't have time for this! They made it to the ladders and then the girder. Cloud stopping to help Jesse who was trying to pull her foot loose. They hauled tail out of there. That was when they saw that the gates had locked shut and Biggs was already struggling to get them to open up. Seconds ticked by. Then one Opened. Jesse took the next one in half the time. They ran. They made it to the huge T catwalk. Fain ran past everyone with Cloud taking the rear to help Jesse back up after she tripped up on Barret's feet. Not a second to late because the reactor exploded just as they made it to safety.

Everyone made it. They were laying on a pile of rubble with the entrance to Sector 8 blocked by a metal door that had been locked. Jesse Busied herself with setting breach charges. " Well... That should keep the the planet going a little longer." Biggs said. Jesse finished and ran to the back of the room. " Everyone get back now!" She called out. They all moved a safe distance away and let the charge go off, blasting the door clean off its hinges and a few feet away. Everyone charged ahead because a gas line caught fire. They all stood in the clearing looking to Barret as Wedge smothered flames that caught fire to his pants.

" Okay everyone. Split up and rally at the Sector 8 station!" Barret said and began to run off. " Hey wait!" Cloud called out. Barret paused and scowled. " If it is about the money, it can wait!" Fain frowned. " Barret, I'll make my own way back. If I don't make it to the station, don't worry alright? I'll call if there is any trouble." Fain said. Barret nodded and everyone scattered. Cloud was left with Fain. " I guess we find our own route, huh?" Cloud said. Fain shook his head. " No. I'll follow a little distance from you but otherwise I'm taking my time to get back to Sector 7. You best hurry to the station or else you'll miss the train." Fain said.

Cloud raised an eyebrow before he turned to leave. " Aren't you taking the train back?" Cloud asked as he climbed some stairs. Fain shook his head and followed a little ways behind. " No. I have my own way back. Don't worry about me." He said and that was the last Cloud saw of him. He made his way into a plaza that was in front of the LOVELESS theater. Sector 8 was a mess. Overturned vehicles, panicking people. Fain watched from above as a girl got knocked over by a man who ran away panicking. Fain was busy climbing down when he saw the girl walk over to Cloud. The boy waited for them to finish talking. He knew this girl. He had met her... And this was the same girl from the peculiar vision he had. She seemed to be asking him what just happened. He shrugged and looked down at her flowers. " You don't see to many of those down here." He said admiring them. The girl smiled. " Would you like one? They're only a gil!" She said. Cloud nodded and took one from her, paying her before they went on their separate ways.

By then Fain was on the ground. He considered maybe talking to her but thought maybe it was best not to. He turned to take an alley way that he knew would lead towards Sector 7 but the flower girl called out, "Hello again!" Fain paused. He thought about ignoring her but before he knew it he was poking his head out as if to see who had called. The girl smiled down at him. "I didn't think I would be running into you so soon. Do you have any idea what is going on?" The woman asked. Fain thought about it. His eyes looked up at hers and he nodded. " The Sector 1 reactor blew up." He said simply. The woman gasped. " Oh no! A lot of people must have gotten hurt!" She exclaimed. Fain nodded sadly. He knew that was the case. A few innocent people had been caught in the blast. Fain looked at her flowers as he thought about this.

Really, he wanted to check and make sure a few people were alright. Namely the nice lady in Sector 1. And then there was the young man that was his conversation and coffee buddy in Sector 2. Everyone else should be fine. He didn't know anyone in Sector 8, and the other sectors shouldn't have been effected to badly. He still felt bad though. "You look worried. What's the matter?" The young lady asked. Fain thought about it. Would it hurt to tell her? "There is an old lady in the next sector that lives in the slums.. I want to make sure she and a young man in sector 2 that I talk to on occasion are alright." Fain said. Then he though about it. "And the lady's grandson. I hope he is okay!" Fain said feeling worried. The girl giggled and offered her hand. " You really do seem worried. You really care about them don't you?" She asked. Fain nodded and took her hand without thinking. Something about this flower girl, this young lady with eery green eyes gave him peace. Made him feel calm and relaxed around her.

They walked together towards the Sector 8 slums and then through the gate to sector 1 slums that wasn't far away. Fain looked horrified as he saw the little house with a car having crashed into the doorway. "Mrs. Rosabell! Mrs. Rosabell Are you okay?!" Fain cried out. Her grandson came running out of a nearby house as Fain made his way to shattered window. " Hey kid, don't go in there! Granny is fine! She's next door. She was having tea with the neighbor when the explosion happened. She's a bit shook up though. Are you alright?" The young man asked. Fain nodded. " Are you?" Fain asked in turn. The young man nodded. " Just a few cuts and bruises. Nothing to worry about. I won't need stitches!" He said laughing. Fain nodded. " I'm glad to hear that. Please look after Mrs. Rosabell." Fain said giving a small bow.

The young man scowled. " You don't need to tell me that! I plan on watching that woman like a hawk." The man said and chuckled. " Take care of yourself okay?" Fain nodded and sighed. Sector 1 was a mess. The flower girl walked over beside him. " She must be a really nice person for you to be this worried huh?" She asked. Fain nodded. The girl smiled and offered her hand. " To sector 2 ten?" She asked. Fain nodded and took her hand. Why did this... Not feel... Why was this okay? Why was he not afraid of her? Fain looked around at the destruction. Fires were being put out, people were digging through wreckage. Some people laid in the streets with white cloths over their faces. Fain closed his eyes and let the young lady lead him.

They made it to Sector 2. Fain lead the way this time. Sector 2 had more minor damage. Fain went over to the young lady;s house to ask about her boyfriend. Eren. The woman scowled. " That looser? I dumped him a just recently. He just doesn't understand! I have needs! I want to get out of here and explore! Hey, why don't you come with me? I'm packing my bags and catching the next plain to Junon!" She said. Fain shook his head and wished her good luck. He excused himself when she insisted telling her he had a job in Sector 7. Instead he asked where he could find Eren. She rolled her eyes. " The usual cafe kid." She said and gave him a wink before going back inside her home.

Fain looked up at the flower lady who was suppressing a giggle. " She seemed to really like you." She said as they walked down the street. Fain was glad his face was mostly covered, otherwise she would have saw him blushing. Still, Fain was disappointed that the girl left Eren. He was a really nice guy. They made their way to the Cafe. Eren, a tall dark skinned man that was much bigger then Barret was in build sat with a large mug of coffee. Fain was terrified of Eren at first. The big man use to be from a family of miners from somewhere but they moved to Midgar. Fain was more nervous around Barret because of his temper.

Eren was a bit more calm and sophisticated. Even if he did wear a stained red shirt and overalls. " Well hello there little one. That explosion didn't cause you any harm did it?" Eren's voice boomed. Fain shook his head. " I'm alright. I.. I came to check on a few people. The old lady from Sector 1 is fine... Her house is a wreck though. I'm sorry about Mili." Fain said. Eren waved his massive hand. He really was a giant. He stood a good two feet taller then Barret!" I'm fine. I hate to shoo you off friend, but it is late and I'm sure you need to be getting home. Make sure you take that young lady home first though!" The man said smiling. Fain nodded and gave him a small bow before leaving. He grabbed the lady's hand to pull her away. She had been standing their awestruck at the gentle giant known as Eren the Hammer. Well, gentle now anyways...

It was a few moments before the lady finally spoke up. "WOW! I never seen anyone so big before! He's huge! That guy was a giant!" The flower girl exclaimed. "He was practically drinking his coffee out the can!" Fain laughed. Actually, Eren's personal coffee mug was made from a small coffee tin. He had a crocheted cover that his mom made him to keep it from burning his hands. The girl blinked. Fain smiled at her but she could only see his eyes. Still that was enough for her to know to smile back and laugh. Fain knew some interesting people. "So Sector 5 then?" He asked her.

The girl looked at him surprised. " And how did you know I would be heading that way?" She asked giving him a playfully suspicious look. Fain cocked his head and pointed to the flowers. " The first time I met you I smelt those. Sector 5 is the only place I remember smelling and seeing them too for that matter. You get them from that old church building don't you?" He asked. She looked at him and nodded. "Besides, you were heading in that direction when we first met. So two and two together..." He said and trailed off when she gave him a worried look. She crouched down so their eye's were level. " Where are you staying?" She asked. Fain thought for a moment. " I guess in Sector 7 for the time being. I have a job there. If we are parting ways, lets make it two the gate between Sector 6 and 5. Don't worry, no one from 6 will bother me. I'm more worried about Sector 3 anyways." Fain said happily. The woman frowned. " No one good lives in sector 3 anymore." She said quietly. Fain nodded. " No one anymore." He agreed.

And with that they made their way to Sector 6. They took short cuts, each knowing a few the other did not and both being surprised at how well the other knew how they quickly got around. It wasn't long before they parted ways. It wasn't exactly true what Fain told her. People from Sector 6 would bother him. But at least he didn't have to worry about her being in such a dangerous place. And they didn't try to go too far with him. Soon, Fain was crossing the train graveyard. The ghosts there receded away as if they were repelled by something. He guessed this was a good thing anyways. What waited for him on the other hand wasn't quite as pleasant. "Where have you been? Everyone made it back hours ago! Come in and eat some dinner! There is a bed up in the attic with your name on it after your done!" Tifa said with her arms crossed. What was he? Her little brother, or her son? Fain refrained from commenting.


	4. Chapter 4

Fain was curled up on a mattress asleep. Or at least he was till Barret game in."WAKE UP BOY! It's breakfast time! Get your ass down here!" Barret hallered. Fain sighed and grabbed for his hat. But it wasn't there. He looked around for it. And then his coat. He did find his iron bangle that was laying next to his bed. But his hat and coat were gone. "Equip!" He said and surrounded himself with a hooded robe. It was lead gray and came down to the middle of his shins. He pulled the hood down. Then he put his boots on and walked down stairs.

And there Tifa was with his coat and hat. Fain would have been very angry if not for the fact that she was putting more patches in it. The hat on the other hand wasn't his, it was a brand new one. The same style at least. "Good morning Fain!" Tifa chimed. "Breakfast is on the table waiting for you!" And with that Fain sighed. He found his plate and moved it to the other side of the table opposite of Cloud. Barret simply grind before eating his eggs and some kind of thick slice of meat at the other table.

Cloud stared at Fain. "Do you always have yourself covered up like that?" He asked. Fain didn't answer. He ate his eggs and whatever meat that was on his plate. " The tattoos aren't that bad. Are you embarrassed about them?" He asked continuing the issue. Fain sighed and glared at Cloud to shut up before continuing to eat. "Tifa, I appreciate that you were trying to take care of me but please don't snatch my coat away otherwise I'll start sleeping in it." He said after he swallowed what was in his mouth. He looked at her annoyed.

Tifa sighed. " You know we all know you aren't human. Why you go to such extreme lengths to hide it. At least from us..." She said and trailed off when she saw him stiffen. " Relax. No one is going to turn you into Shinra or anything like that. You're safe with us." Fain still remained stiff. " That was the last words he said before he tried to turn me into the science division." Fain said quietly before going back to eating in silence. Cloud looked surprised. " You must have met a pretty sick fellow." Cloud said, to Fain's surprise empathy was coloring his voice. "He lived in Sector 3 before it was purged." Tifa said bluntly.

Cloud looked at her as if to say, 'should he know how bad Sector 3 was or is?' Tifa sighed. " Cannibals, drug and arms dealers. They even had people traffickers too. It is a really rough place and that is where he lived since he was much younger." Tifa said. Fain sighed. " The mobster there has more power then even Don from Sector 6. He's a really nasty and sadistic person. But he is very good at acting." Fain said bluntly as he finished his plate. Tifa frowned.

"I'm putting your coat out to dry after I wash it so you will have to stay in that robe until then." She said as she went back to sowing. Fain looked at her handy work after getting up and shook his head before taking the needle from her and shooing her away. " You aren't very good at this, are you? If you look just here this patch will come right off if you keep doing it that way.. You have to do the stitching more closely together otherwise the patch will just rip off with ease. Look at how I did mine" Fain said pointing at his patches.

Indeed his stitch work was far better. Almost professional. But Tifa was more interested in the claws that were at the end of his fingers. They fused with what almost looked like his finger nails to become small little points maybe a quarter of an inch long. Fain noticed her gaze and quickly withdrew his hands into his sleeves. Tifa laughed when she saw he was blushing. Fain went to go put his plate in the sink but then Tifa blocked his way from getting around the bar. She was grinning at him. " I saw that you had a flower with you when you got back. The same as the one Cloud had. Was that why you were out so late?" She asked. Fain thought about it. He didn't remember paying for a flower. Or getting one... She must have stuck it in one of his pockets without him realizing. Fain sighed and nodded. " I was just checking on some people I was worried about and a nice lady came along with me." He said calmly.

Tifa grinned. " Was she pretty? Do you like her? What was this girl like? Does she have a name?" Tifa asked trying to interrogate him. Fain cocked his head. " I guess she would be a year or two older than you... And yes, I guess she was pretty. She had eery green eyes though." He said thinking back about the woman. Fain usually never let people get that close to him. But something about her was different. Something told him that he could trust her. Tifa looked a little confused. Cloud was intently listening to their conversation. " A pink dress with a red vest on right?" Cloud asked. Fain shook his head. " It was a jacket, not a vest." Fain said. Cloud shrugged. " It was dark. Anyways, you seem to know your way around Midgar." The man said.

Fain scooted past Tifa. " I do. I lived in Midgar since I could remember... I just woke up in a pile of junk and there I was." Fain said and shrugged. "I was probably around seven at the time. I don't remember anything before that." Cloud looked at him with an expression of suspicion. Fain simply scratched his head and shrugged. "I guess I'll go take a shower. Barret, when is the next event happening?" Fain asked.

"layyta tonighteh." He said with his mouth full and continued eating. Fain then turned to Tifa. " No!" He said with his arms crossed. Tifa blinked rapidly and stared at him confused. "No what?" She asked. Fain glared at her. " You can't have my robes! Or my boots! And I want my gloves back! And don't snatch my pants and shirt away..." He looked at her as if she was a clothes thief. Barret was laughing. Tifa simply stared at him in confusion. But almost instantly, she was staring into empty space. And one of the chairs was gone. He fully intended to make sure she didn't steal his clothes.

Tifa was still confused when he returned, but she was busy trying to copy his stitching. 'Who taught him how to stitch?' She thought. " A nice old lady in Sector 1." Fain said as if reading her mind. "Her name is Mrs. Rosabell. She is really nice and her Grandson looks after her. Mr. Eren is the one who taught me how to make hats out of straw." Barret and Cloud were no longer in the bar. Marlene was busy washing dishes. " Who is this Mr. Eren?" She asked. She could see Fain's bright smile. " He's a young man who is a veteran of the Wutai war. He's... Well... He is really really big. Barret only just makes it up to his the bottom of his chest!" Fain said happily as he sat down at a table.

Tifa looked at him in disbelief. " You are pulling my leg!" She accused. Fain shook his head. "He lives in sector 2!" Fain said. " He always drinks his coffee at one in the morning before going to the foundry. He works the late night shift." Tifa shook her head and went back to trying to patch up the ratty coat in her hands. It felt pointless. "I am not pulling your leg" He said. " I once was wandering in Sector 2 and a girl was trying to flirt with me. Well she happened to be his girlfriend. And after I explained I didn't have feelings for her he became my coffee and conversation buddy." Tifa looked up at him, still in disbelief. This time because she was starting to understand his outlook on people.

" Fain, do you have any friends?" She asked. The boy shook his head. That's what she thought. Fain scowled. " The last time I had close friends I was nearly turned in to Shinra to become a science experiment. I don't want to be too close to people..." He said looking at her wearily.

'Only for them to betray you...' She thought. " It must have hurt. A lot." She said as she tried to focus on stitching. She felt sorry for him. A general distrust for humans but he seemed to be trying to get over it and be more social. Fain watched her for a while. It was beginning to bother her. Sensing this he started to search for his cloves. He needed to get out of here and explore. Finally locating a pair he readjusted his hood and then 'equipped' a smokey gray scarf that he wrapped around the lower part of his face and head, trying to make it look as natural as possible.

" You are going outside in that?" Tifa asked. Fain nodded. " I have pants and a shirt on underneath." He said and with that he was gone. Tifa sighed and shook her head before going back to her loosing battle with his coat. She had an idea.

Fain went straight to Sector six's playground where he sat on a top of the moogle slide and waited. He sat down stalk still wondering if she would show up. He could probably find her but he felt maybe he should let her come to him if she wanted to. Otherwise he would spend some of his day just enjoying the fact that he was finally alone now. He thought about it. It wasn't like he disliked any of them. Other then Cloud, he was a dick. Tifa acted like a big sister/mother type and Barret. Well, he treated him like a kid that was working for him... The other three left him alone, and Marlene seemed a bit too shy with him to really interact with him... That or she was pretending he didn't exist. Fain felt bad. Maybe he should buy her a toy or some...

Or maybe it was best if he left her alone? He thought about it. He was still a kid compared to the others who were all adults. But he was maybe four years from being an adult. Still... " What are you thinking about?" A familiar voice asked him. Fain snapped his head in the direction of the mysterious flower girl. He sighed and scratched the back of his head. " Did I startle you?" She asked and then giggled. " I'm sorry." Fain nodded to acknowledge what she said. He started to think about how nice of a day it was over all. How calm it was before the chaos they were about to stir up tonight would happen. He frowned. He remembered a phrase the old man had said. 'The lull before the Storm.' Fain looked at the girl who had her head tilted to the side as she watched him think.

" Ummm... Can I ask you a question?" He asked her. The lady smiled and giggled. "You just did." She said teasingly. " But go ahead and ask me another one." Fain blinked a bit taken back but smiled in turn. She was strange. But he liked this person. " What is a storm?" Fain asked her. The woman stopped to think about it. " I guess it is something that happens when the weather starts to get more violent. The wind starts to blow harder and rain and lightning falls from the sky." She answered. Fain looked up at her trying to imagine it all. He couldn't. " What is the sky?" He asked. He heard about rain, however what he heard is that it was water or things that were falling from above. The woman looked over to him with a sad look of understanding. They had both spent most of their lives underneath the giant floating pizza city that was above. " Something vast, blue and kinda scary to look at to me at least, because I feel like I'll fall into it. There is the sun that rises from the east and sets in the west and the moon. At night there are stars." She said as she sat down beside him. Fain looked up at the ceiling above.

" Stars are bright lights above? So far away that we can never hope to reach them..." He said. The woman nodded. " You heard about them?" She asked. He shook his head. " I saw them in my dreams. But there wasn't this thing called a sky. It was just blackness and they were everywhere but so far away. It was an empty cold place." He said. He then thought about it. He didn't realize it but he was crying.. Something about the dream made him feel incredibly sad. Like he lost something... No... Someone... Or perhaps both... Fain wiped his eyes but the tears wouldn't stop and he began to shake. He couldn't remember but he could feel it. He had lost something. And it had been very important. The woman patted his back without saying a word, occasionally rubbing it. What had he lost?

For a time he sat there silent like that with her. He looked off into the distance for a while but eventually shook his head. "I don't understand." He said at last. The woman stayed silent. Fain frowned and looked up at the ceiling. " Can I tell you something?" He asked her. The woman nodded. Fain wasn't sure if he should say it but he felt he could trust her. " I'm... I'm not from here. I don't remember where exactly I came from but I know I am not from here. I think... I think I come from somewhere different. Somewhere cold and lonely. And... I feel like.. I don't know... I feel like I left that place behind... " He said and looked over towards the woman who was staring down at him. For once he looked at her with caution. Like a frightened animal that just heard something dangerous.

He could feel something about her that was very different from normal every day people he met. And at first. But now he could hear something in the distance... Or rather feel it. And it frightened him. He got up and staggered backwards, falling onto the dirt of the playground below. The woman reached out to try to stop him from falling but it was too late. " Are you okay!..." She said but her mouth was left open when his hood fell from over his head to reveal two furry red pointed ears on top of the head of a fiery red head. His hair was long, coming down just past to his shoulders and braided to part his bangs. She slid down and grabbed him by the hood... And pulled it over his head.

" I'm sorry..." She said quietly. Fain looked up at her then down at the ground and just shook as he sat there. The woman crouched down next to him looking concerned. She finally stood up but bent over a little. " My name is Aerith by the way... What is yours?" She asked taking the initiative. "Fain." The boy said taking her hand gently. Aerith looked down at him and patted him on the head. This earned her a slight glowering look before he looked away. She giggled.

" You heard it too didn't you?" She asked. He nodded. " Don't be afraid. You are alright." She said trying to reassure him. " But, the voice is in pain. You understood that?" He nodded staring down at his feet. " I thought I... Was the only one that could hear it crying. I was afraid of it. I AM afraid of it..." He said and looked up at her with frightened eyes. " What is this voice? Why is it in pain? Why is it calling to me?" Aerith smiled sadly but understandingly. "It's the planet. It's calling out for help." She said simply...

"Fain? Fain!" Tifa yelled. Fain looked up at her. He was wearing his usual coat along with his hat. He had not been very responsive since he left Aerith. They had spent a little more time together before he had bid her farewell. It was the first time he had really told someone he was glad to have met them and talked to them... Outright anyways. He wanted to make it clear that despite the revelation that they were different he liked her. But he was worried if she though he was a freak. "FAIN! Damn it kid, answer me!" Tifa yell punching him gently in the arm enough to leave a bruise. Fain looked up at her after this startled.

He then looked away. " Sorry Tifa..." He said rubbed his shoulder. " Get your head in the game kid." Barret said. Fain nodded. Tifa was coming with them on the mission. Cloud was looking at him with an expression that was hard to read. He couldn't be worried about him, but it didn't look like curiosity or boredom. It was very neutral. Fain looked away and sighed. "I'm okay." He finally said to try and reassure them. Tifa looked like she didn't believe him. Fain frowned. And turned to look out the window. "I had... I... I don't really want to talk about it. I'll be okay. Don't worry." He said. Tifa looked at him annoyed but sighed and sat down. " You are a handful." She muttered. Fain turned back around and sat down properly.

" Thank you Tifa. " He said truly sounding grateful. Tifa looked surprised. She was a bit caught off guard. That's when the alarms went off. An announcement went off telling the passengers that intruders were detected and that the train was going on lock down mode. They had to move.

Barret, Tifa, Cloud and Fain moved from car to car towards the front. They needed to jump off the train. Every car behind them locked behind them and the next would begin it's lock down mode. They finally made it to the last car. They had to jump out now. And one by one they did. Jesse, Biggs and Wedge stayed behind in disguise. The landing was not pleasant. Fain hit the ground hard His hat nearly ripped of his head despite the strap. But he managed to keep it on. Then there was the fact that his shoulder had hit the railing.

It hurt. A lot. Fain struggled to get up as he held his shoulder. Cloud was their. "Hold still." He said and held his right hand towards Fain's shoulder. The materia in his bangle lit up and the pain went away. " Is it alright?" He asked. Fain tested his shoulder then nodded. Cloud walked over to Tifa and Barret checking their condition. They had suffered less injuries. " Alright then, lets get moving!"Barret yelled. Fain sighed and nodded before he lightly jogged over to the group and followed behind them. They were on their way to blowing up the Sector 5 reactor.


	5. Chapter 5

Fain sat in a passageway waiting for Barret to finally go down the air vent. He was scared of getting stuck and he was blocking Tifa and Cloud who was behind him. Fain sighed and equipped his gun and bayonet. He smelt the presence of a behemoth. And it was close. Fain quickly ripped his hat off and used his ears to listen as he poked head towards the latter that lead down. He shoved his hat back on before the others finally arrived. Cloud was about to make his way to the ladder but Fain held out his weapon to block him, a look of caution in his eyes. Cloud paused. " What's wrong?" He asked. Fain looked back surprised. This was a change of pace. "A behemoth is close by." Fain said calmly. Cloud paused and thought about it. "Don't worry, we'll be fine." He said calmly and made his way past after Fain unblocked his way.

Down the ladder onto a catwalk and to a large platform and not but a few feet away a stood the Behomoth staring right at them. Barret pointed his gun arm at him, now equipped with an assault rifle attachment he had bought to upgrade his arm while he was out. "Shit!" Barret yelled and with that the Behemoth roared and charged. Cloud got in its way and slashed at it with his massive sword while Tifa and fain used fire magic from a distance and Barret shot from behind. It lept to the side and... "WATCH OUT!" Fain yelled and dashed past Cloud as the Behemoth used a spell called 'Flare.' "AEGIS!" Fain yelled using his weapon to add to the shield he called forth desperately. For a time it held but then something snapped as the behemoth's magic waned and Fain was sent flying back. Tifa caught him while Barret and Cloud engaged the Behemoth.

Barret was trying to shoot it's eyes out while Cloud slashed at its arms and head. The beast would not go down quietly as it whipped it's massive tail at them and fired flaming hot rocks at them with magic. Fain stirred and looked down at his rifle. The stock was shattered and so was the trigger well, bolt... It was little more then a barrel with his his bayonet still attached. Fain got up and dashed at the behomoth using the speed he gained from using his limit Aegis to avoid the monster's attack. He lept on to it's face and started to stab at the back of its neck holding desperately to one of its horns. Cloud kept it from trying to swipe Fain off while Barret and Tifa fire at its remaining arm. Stab after stab to the back of the creature's neck caused it first to roar in anger and soon screech. The beast finally went down. Fain jumped off while it was in its deaththrows. It began to whimper Fain stood before it and looked down at it in pity before he raised his hand and ended its life with a bolt of lightning.

Fain then glared at Cloud who in tern was glaring a Fain. " Are you crazy kid?!" Cloud yelled. But fain said nothing and unscrewed the bayonet from the barrel. " I warned you." Fain said and walked off towards a ladder. Barret looked down at the dead monster. " He's killed these things before." The man muttered pointing the precise deep wound inflicted by Fain while the rest were much more shallow. " He must have known that they had soft flesh just behind the head." Tifa said as they followed after Fain. " He's still insane." Cloud muttered. Tifa and Barret agreed.

"I'm not going to be as useful now, am I?" Fain asked as he waited for them to finish climbing up the plat form. He let Cloud take the lead. " You are magic support. I'm sorry about the loss of your rifle, but your ability to use magic is more important." Barret said and pulled rear guard as they made there way through another passageway and down a ladder. Fain hated how Shinra made everything so twisting and winding. They probably did so because they themselves were very twisted. It was up a ladder, down a chute and through a passageway. They met little resistance other then monsters, automated turrets and guard hounds. A few strange robots as well. Fain sighed. If this Reactor was anything like the other, they were almost to the core. He did not want to have to fight another scorpion guard.

They finally made it to the core. That was when Cloud fell to his knees holding his head... "A younger Tifa in some kind of reactor with a sword on the floor and a dead man. She was trembling as she was on her knees crying for the dead man. "Pa pa..." She said, he voice trembling. "Sephiroth? Did he do this to you?" She began to shake in anger. " Sephiroth, SOLDIER, Shinra, mako reactors... I HATE THEM ALL!" she screamed grabbing the long katana on the floor and running off." ….. Fain blinked. It looked like he was having a head ache so everyone seemed to be ignoring him.

"Get a hold of yourself man!" Barret yelled while Tifa looked at him concerned. " Are you alright?" She asked. Cloud looked like he was going to ask something but said nothing. He looked at Fain suspiciously but fain tiled his head slightly so their eyes wouldn't meet. Was he hearing the cries of Cloud's mind? Fain didn't want this. Cloud shrugged off whatever it was and planted the bomb. They had more time so they could take their time to waltz out. Fain felt things were to easy.

It was up the ladders and the large stairwell, up an elevator and through a door they had to open by pressing on a panel in sequence. Fain was starting to get a very bad feeling. He smelt people not to far away but everyone was running at this point and Fain didn't have the chance to let out a warning before their escape route was blocked by Shinra Soldiers. A squad of infantryman stood in their way. Then a fat man in a red tux and dress pants showed up. "President Shinra?" Barret asked surprised. Fain hid behind Barret. Everyone seemed surprised.

"Hmm. So you must be... What do you call yourselves?" The president of Shinra asked clearly uninterested. He was obviously here to gloat. Fain hated this man's voice. It was very unpleasant. The man didn't care. That was in his voice. A greedy selfish man who did not care about anything but his possessions. "WE ARE AVALANCHE AND DON'T YOU FORGET ABOUT IT!" Barret yelled. Cloud smugly gave his greetings to the president, not at all being effected by being called a traitor. The president made it very clear that he didn't think Cloud was important. Unless he became another Sephiroth. Barret started yelling, President Shinra didn't care. His eyes then fell on Fain and he smiled wickedly.

"I do have a playmate for all of you." The president said and snapped his fingers. A large hovering robot flew into the middle of their group. " Oh. We could definitely extract worthy material from your remains to use for our experiments. But Air Buster, please bring the boy back alive..." and with that he left on a helicopter. Everyone turned to the new threat that wouldn't let them leave. The infantryman had long since cleared out. "Fain, after we get through this, you are going to have to explain why Shinra wants you." Barret said as he started to shoot at the bot. It had been facing Cloud and turned around to counter attack by ramming into Barret.

Cloud slashed at it from behind only for it to counter attack him. Fain shot a bolt of lightning at it. He was standing in a catwalk too narrow for the bot to counter him so it aimed a gun at Fain... And before it could fire Tifa lept up into the air and kicked the gun, forcing it to miss. She jumped off and just in time for Cloud to hit it with Bolt. They took their turns trying to make it turn around and attack them only for it to have to try and turn around again. Sparks started flying and Fain jumped back. Right then and there, it exploded taking away a large chunk of the catwalk. Cloud had not reacted in time. With his sword in one hand weighing him down and his other holding on to for dear life to a piece of metal jutting out.

Fain ran to Cloud only for him to be knocked onto his back from the force of the blast when the reactor exploded. Tifa screamed and Barret held her back. She began to cry and Barret held her to try and comfort her. Fain crawled to the edge. Cloud was gone... He fell down below.

Fain simply stared down at where Cloud had fallen. He hoped he would land on something that would save him. Eventually the kid stood up took a few steps back and jumped over the gaping gap over to where Tifa and Barret were. He didn't know what to say so he started to make his way home alone. Barret followed after him. " You are really cold kid. We just lost someone and you walk away just like that?" Barret said as he ran past and blocked Fain's way.  
"I don't feel like we lost him so much as he we misplaced him. I strongly feel like he will be back soon enough." Fain said with a shrug before slipping past a befuddled Barret. The large man turned to watch Fain only to turn back to see Tifa being directly behind him. " I hope he's right" She said still feeling like Cloud really did die. It was hours before they finally got home. Fain was busy eating instant noodle while Biggs and Jessie were arguing. " The kid has no empathy! He just acts like nothing happened!" Biggs yelled.

Wedge held his hands up to try and stand in between Jessie and Biggs. "Now guys, calm down, calm down!" Wedge said trying to defuse the situation. "You heard what he said! He just doesn't think he is gone for good! We might get to see him again! Why can't you understand that?!" Jessie yelled back. "Barret! You understand right?" Barret looked at Jesse and then at Fain. " I bought it with my own money. I'm not stealing." Fain said.

Barret frowned. " Drop it all of you. We have a more important issue. Someone is leaking information about us and our only clue is that they work for Don Corneo of Sector 6." Barret said. Fain continued eating while he mulled this over. " Perhaps we should have been a bit more discreet about where the secret entrance was? Or when and where we talk about missions?" Fain suggested. Barret at first looked angry but he nodded instead. Barret sat down across from Fain. " You got something else to say then say it. I'm all ears." Barret said and Fain waited till he finished eating his noodles (which were already close to being finished to begin with) before he pushed the cup aside an crossed his arms.

" If we are going to continue operating in Midgar, I think we need to move base and quickly. Look at what happened in Sector 3." Fain said and looked away. Barret nodded. Things could get really messy for Sector 7 if they continued to stay there. Fain had a good point. "I'm not leaving my bar abandoned." Tifa said bluntly. Fain didn't say anything, nor did anyone else. They were a small group of rebels that were starting to feel the weight of their actions and the consequences.

"You know this city better then the rest of us. What do you suggest?" Barret finally asked the kid sitting across from him. Fain stared at the wood grain of the table silently. "Don Corneo might be selling information to Shinra. Right?" Fain asked. Barret nodded. " I'll handle that myself." Tifa said calmly. Barret shook his head. " Hey Tifa, the kind of creep that guy is... It is best if you leave him alone." Barret said. Fain stood up and threw his empty noodle cup into the trashcan. " I think, I'll go with her then. I don't like the idea of letting a fellow member of AVALANCHE go into a place like that." Fain said. Tifa scowled. " And how are you going to do that? Fain, the guy only lets women see him." Tifa said and scoffed.

Fain shrugged his shoulders as if that wasn't much of an issue for him. " The same way I escaped Shinra when I was sold out to them. I'll make myself appear as someone I am not." Fain answered. The boy got up and walked behind Wedge. "And how are you going to do that?" Tifa asked. The next thing she saw made her jaw drop. " Something like this." A copy of Tifa said as she walked from behind Wedge. "Or something like this." A copy of Jessie said as she poked her head playfully out from behind the real Jessie. Everyone stood in their spot dumbfounded. "When I damaged the security camera and pretended to be a clumsy female scientist that had been in charge of me at the time I pretended to be her and told the guards that I had escaped and shut her in there. I am not sure if they ever figured out that she had went on leave the day before."

Jessie pinched herself and her copy also obligated to pinch her. The woman stared at herself and her copy smiled happily back almost playfully. "There are a few draw backs though." Fain said spun around and was back to himself. "I am not physically the same as the real person and dogs can tell the difference."

It was the day after that Tifa was sitting in a dungeon part of Don Corneo's mansion. There sat a young long black haired woman with yellow eyes. She was wearing a black kimono and looked like she was from Wutai. She was sitting on the table that looked like it was there specifically for restraining someone so they could be tortured. Tifa was still staring at her in disbelief. This person was none other then Fain in disguise. He looked perfectly like a beautiful young woman with a delicate disposition. She wondered where he had seen her... Or if he made her up... Tifa then blinked when he... She snapped her head to face the sound of foot steps coming down the stone stairs. Fain was still Fain. It took Tifa a moment to realize that people were making there way down. A blond woman in a plum purple dress and a light brown haired girl in a red dress. Fain quickly covered his... Her? Mouth for some reason.

Tifa looked over to see the young woman in a red dress walk up to her. "Hello, My name is Aerith." She said to Tifa. " Cloud has told me all about you." Fain was trying to keep himself from laughing. Tifa stared at him before she turned to Aerith. " I see. You are the girl who was with Cloud in the park. " She said calmly, secretly relieved that he was alive. " So you two.." Aerith shook her head. " No, we just met not to long ago. Cloud was worried about you so we came here." She said and cocked her head. " Are you and Cloud...?" Tifa shook her head. " No, nothing. We grew up together, that's all." Aerith nodded with an unspoken 'ahh' on her face. " Poor Cloud having to listen to us talk about him." Aerith said. At this Fain had both hands over his face and was shaking to keep the laughter in.

"Cloud is here? Where is he? Is he alright?" Tifa asked. And then the 'woman' in the plum dress walked up to her not being able to look Tifa straight in the eye. Tifa got a good look at him and jumped in surprise. "CLOUD?! What are you doing in a dress? More importantly are you alright? You aren't hurt?" Tifa said and then scowled when Fain started laughing holding his...Her sides and bent over because it hurt. Aerith looked over to the woman in black and cocked her head. " I'm sorry miss, but what is so..." She began but once she got a good look at her eyes and the grin on her face Aerith had a perfect 'o' upon her lips when the truth dawned on her.

Tifa looked over to Fain and Aerith but she needed to talk with Cloud first. "Look, I'm wearing this dress because it was the only way to get in." Cloud said looking over towards Fain and Aerith who seemed to be having a silent conversation. "And second, I'm fine. Aerith helped me get this far so you could be rescued." Cloud said. Tifa put her hands on her hips. " To save me huh?" She asked. " So you think I need saving. Cloud shook his head and raised his hands up in defense. " No, that's not what I meant!" Cloud said. Fain cocked his head and walked up to Cloud smiling. But his smile was one that unnerved him, because what he saw was a pale faced woman with yellow eyes garbed in black with raven black hair. What fain looked like to him was a harbinger of death. And it was understanding that Cloud was a little unnerved.

"Do you trust me?" Aerith asked Tifa. Tifa nodded. " Ladies! I told you not to wander off. Don is ready for you." The receptionist said and muttered something under his breath. Fain took the lead standing in the center once they were in Don Corneo's office. He was a fat balding blond man that's taste seemed to really raise the red flag that he was a lecher. But none of this mattered to Fain. He looked at the man bored as cloud stood beside him and Aerith on one said while Tifa was on the other. Corneo seemed really impressed. " Wow! Making an exception really paid off! Look at all these cuties to choose from!" He said squealing in delight. Fain now had someone who's voice he hated even more then the President's. This man. He glared at him with distaste. The man walked from behind his desk and began to examine them.

First was Tifa who he gave a wink before turning to Cloud who turned his face away. Then Fain who glared at him with disgust and to his horror seemed to catch the man's interest. And Aerith who he looked at and walked back to Cloud who turned his face away only to do it again when Don leaned one way and then another to try and get a better view. He seemed to loose interest. "I have made my decision!" He said. Fain hoped he would choose Cloud. "This one!" Don said pointing to Fain. The boy in the form of a tall pale woman on black forced a smile. 'Oh, goodie.' Fain said sarcastically to himself. "You can do as you please with the rest." Don said to his henchmen who saluted and thanked him before leading the others away. "Follow me dear." Don said and walked into the bedroom behind his desk. Fain followed him shortly and closed the door behind him. "So, what shall we do first baby?" Don asked trying to sound appealing but only making Fain want to puke.

Fain didn't waste his time. " How about you tell me why you are having your assistants snooping around Sector 7." Fain asked in an icy tone that his illusion allowed him. He smiled wickedly revealing canine like fangs and 'equipping' into his hands a scythe that he stabbed the blade just between Don's legs, just short of his manhood. The man, needless to say had soiled himself. His robes and bed now sobbing wet. "You.. d-d-demon! Please! Spare me!" He cried out. Fain looked at hi annoyed his nose scrunched in from the smell. " Tell me what you know. Spill your guts or I'll spill them for you. Starting with down there and working my way up to here..." He said with the blade of the scythe brushing Don's throat. That was when Cloud, Tifa, and Aerith burst in. " Or would you prefer me to burn them off?" Fain asked as he held in his free hand a flame.

Don spilled the beans. He was ordered to search for a man with a gun arm by Heidegger who was planning on literally crushing AVALANCHE by dropping the Sector 7 plate down onto the slums. "Tifa, who is this scarey chick with the Scythe?" Cloud asked whipping away makeup. Tifa giggled. " Oh, a friend." She said before she caught the look on Fain's face. " We need to warn Barret." Fain said. "Wait! Before you go!" Don pleaded. "Why do you think I was so willing to blab my mouth?" Don asked. Fain glared at him. " I don't honestly care what a creep like you-" Fain began to say but was cut off when the four of them dropped down because of the hidden trapdoor. "Wrong." Don said and did a creepy victory dance.

Cloud couldn't believe what was going on. The maiden in black had disappeared. And there was Fain standing in a pile of snow that he had used to break their fall, and save them from landing in raw sewage. " Where did you come from?" Cloud asked the boy who was back to normal in his usual attire. Fain shook his head and looked over to Tifa and Aerith. Are you guys okay?" He asked Tifa growled in anger as she stared ate the chute. Cloud helped Aerith up. " I'm fine." Tifa said. "Same here. Thanks for the landing!" Aerith answered. Tifa looked around. " We have to get to Sector 7 and warn Barret!" Tifa said and winced when she heard a loud growling noise. "After we defeat that thing." She said pointing at a giant bipedal alligator creature. "Stevey you silly Aps, down." Fain said and to everyone's surprise the creature began to whimper and leaned down before the child. "Good boy!" Everyone stared in disbelief as Fain began to pet the alligator creature.


	6. Chapter 6

Fain was in a maze created by the holo-deck simulator. HE had been testing him since Fain had woken up. The maze changed once more to widen the walls into a room. Out of the ground crawled a behemoth. Fain didn't bother fighting it. He ran past it to the opening, putting a dash of speed to exit the new arena before Hojo had a chance to close his escape route. It had been like this for hours now. And Fain was starting to feel the fatigue. But he had already learned the hard way that the Behemoths and other monsters were not perfect copies. Otherwise they would have the monsters imperfections. No, they were mere copies with the monster's strengths. And he didn't have a weapon to fight with.

Nor was Fain interested in fighting it. He couldn't escape or cheat. It was just an endless ordeal. He had tried using the behemoth once to spring board onto the wall above but the walls he stood on quickly became the floor as what was the floor below quickly became the walls that loomed above him. But now Fain was too late...

 _...They had made it beyond the Train Graveyard. They found Barret and the others fighting at the main support pillar in Sector 7. Tifa asked Aerith to go and get Marlene and take her to some place safe. Fain volunteered to go with her to protect her. The others stayed behind to stop Shinra from dropping the plate down on Sector 7..._

The Behemoth slammed Fain into a wall causing him to spit up a bit of blood. Fain fell down to the floor and raised a hand weakly to fire a jet of flames at the Behemoth. It didn't seem to have an effect so Fain switched to lightning. Over and over again he struck it until it finally went down. Fain shuttered and struggled to get back up. Managing to stand seemed to take the greatest effort in the world. But in the end he triumphed. In the end he leaned heavily on a wall of the labyrinth and took a step. And then another. And with each step it felt harder and harder until Fain was forced down onto his knees. He walked on all fours trying to get away. Trying to get out of the room. But some force was pulling him even harder towards the floor. It wasn't just his fatigue after all. Or his injuries.

They had increased the gravity to the room...

 _...The turks were at Aerith's house. Fain got in their way, equipping his scythe. But they had taken Aerith's mom hostage. Fain dashed with his amazing speed at the Turk who held a gun up at the woman's head. They were intending to shoot her if they didn't co-opperate. But Fain would have none of this. He attacked quickly swinging his scythe and striking the man with the blunt side of the pipe that fitted around the staff of his scythe, knocking the man out of his senses. Aerith managed to get Marlene and her mom inside while Fain desperately tried to fend the turks and Shinra Mps from entering the house._

 _He swung his scythe in wide arcs and even started to spin himself becoming a dervish of death for anyone who came close. But then someone just as fast as him blocked his next swing and struck him hard in the head knocking him nearly senseless. The last thing he heard was the turks warning Aerith that if she didn't want her mom and the little girl to suffer, she would co-opperate with them. Fain was unconscious when they loaded him up into the helicopter..._

Fain had enough. He started to attack the floor with lightning and alternated with fire and ice. It didn't seem to be working. "You waste your time Subject 039346." Came the voice he hated more then anyone else's. "The holo-deck has been reinforced to deal with magic..." But then the room shuttered. Again and again Fain attacked until he could stand up more easily.

He fired another bolt of lightning after another after another until the simulation broke and Fain was standing in a large dark room. He had broke through the reinforcements. And now he turned towards the observation window and summoned a ice javelin that he allowed to grow only for him to condensed it. He did this three more times before he hefted it as if it was the heaviest thing in the world and threw it using his physical strength and magic to add to it's velocity. Hojo flinched when the ballistic window failed to stop the javelin all the way and was staring at its tip. "Send someone to subdue Subject 039246." Hojo said over the loudspeaker. Fain did not get a chance to throw another javelin again. Two SOLDIER 3rd class came in and slammed him into the ground. Once one held him down the other game him a swift kick to the face and knocked the child out.

It was like this for the next three days. They had taken away his hat, his coat. And because he didn't have his bangle or materia he couldn't summon his weapon. Fain laid in the floor of his cell with only a pair of pants and a shirt on. And not his own. They were more of a pair of scrubs. He had a long bushy red tail that stuck out between the tail of his shirt and over the back lip of his pants. His feet were not quite human having rough pads underneath and like his hands his toe nails fused into claws.

Fain finally woke up after six hour and groaned. It was about time for the experiments to begin again. But for hours more Fain laid there feeling weak. No one bothered to come and feed him. This was a good sign. It meant they weren't going to send him back to the holo-deck. But Fain wasn't that lucky. Two Mps and a SOLDIER 3rd class came in to his cell and forced him into a stretcher. Fain struggled and fought and was punched in the stomach.

They managed to strap him down and cart him off to Hojo's lab. His restraints didn't allow him to struggle. Hojo didn't waste any time stabbing him in the arm with a glowing green fluid that Fain immediately knew was Mako. But that wasn't all it was. Fain screamed. He screamed in pain and tried to thrash. Fain screamed in pain as he felt something attacking his body. Fain screamed for what seemed like an eternity with Hojo standing over him as if he was listening to a symphony. His face had a sadistic smile as he began to write notes.

But then the pain did not last forever. In fact it quickly receded. Hojo started to scan him. " Sir, his body completely rejected the JENOVA cells." An assistant said. Hojo looked at a video that was on a monitor from what his equipment had shown. " Hmmm. His immune system seems to have a vicious nature against foreign organisms." Hojo frowned but then began to smile. " But his body seems to have an interesting reaction to Mako that I have not seen. Bring up the focused EMP field." Hojo almost fell backwards when he saw that Fain had two auras. One was a pale green while the other was a deep blue that closely surrounded his skin.

Hojo quickly found the remaining JENOVA cells which curiously had a red aura. They were quickly being purged, the blue aura seemed to be devouring it. Hojo looked absolutely stunned. The green aura seemed to act as a kind of small barrier. Nothing made it clear how the green aura attached to him.

" This, is very peculiar." Hojo said as he prepared another injection of cultivated Jenova Cells. The Mako seemed to again be readily absorbed into his body but the Jenova cells didn't seem to get a chance to enter his body before the red aura was vanquished. " The subject exhibits general discomfort but does not have any compatibility to Subject JENOVA's cells." Hojo said. Fain being to yell at Hojo, cursing him but was shortly gagged.

"That's better now." Hojo said and turned off the EMP field. Then something else surprised him. "Subject 039246 does not exhibit the glowing eyes that are the trademark of exposure to Mako." Hojo wrote down while he said this allowed. "Very interesting. He looked at one of his assistants. " You there, prepare the Mako tank. We are submerging Subject 039246." Hojo ordered. Fain was carted off to another part of the lab. This is when he saw Aerith being put into a specimen tank that had an elevator lift to it. Fain struggled. He couldn't move. But Aerith saw him. "Fain? Fain! Fain! Are you okay?!" She called out but realized he was gagged. Fain struggled harder and tried to use magic but they had something attached to the cart that electrocuted him when he tried. He tried harder and the voltage was raised more and more until he was forced to give up.

"Keep that up and I'll see if your tail regenerates." Hojo threatened but was probably intending to go through with it anyways. Fain arrived in another room. Another part of the lab where a large square tank was in the center. Fain was wheeled into this tank. They then removed his gag. " What are you doing to me? Stop!" Fain yelled but an assistant quickly gagged him again and put a breathing mask over his face. They exited the tank and closed a vaulted door behind them. Hojo directed them to fill it. Fain watched in the reflection of the glass as green liquid oozed. He could breath. For some reason Mako didn't effect him the same way as it did normal people. Why? And for how long? He was still scared. Still terrified that he would loose himself. That they would turn him into some abomination or just kill him.

Fain wanted to just curl up in a ball but he knew that wouldn't protect him. He needed something to blanket him. To protect him. The Mako was almost touch his skin. A few more seconds and he would be submerged. Mako was poisonous to normal humans. And he had had it directly injected into him. But instead of poisoning him, he felt it simply dissipate from his blood and slowly surround his body a few inches away. Fain felt the fear and terror drain away. He reached out for this green aura he had seen. The mako that had left his body. Everything was becoming drenched into inky darkness. Everything but him and a blue aura that blanketed him, and a green aura that surrounded him just outside the blue. He reached for the green aura wanting to ask it to surround him too and protect him from the cruel people.

Fain watched it. The green aura as it moved and waved and snaked around, orbiting around him like a green river of light. It made Fain feel lonely somehow. He continued to reach for it and it started to mix with his blue aura. Fain pulled back scared. But more green began to surround him. He was submerged in it practically, but his blue expanded and pushed mixing but not mixing. Fain could feel a warmth. Peace. He curled up into a ball, hugging his bushy red tail close to him as a blue bubble started to turn Cyan. The cyan bubble manifested in reality. Hojo watched in anger as the restrains, cart, breathing mask, all of it simply dissolve away. A cyan light started to bubble around his experiment and the green Mako began to condense and crystallize around him. Hojo tried to stop this but he couldn't even shut the valves from the Mako being pumped in until it crystallized and he was forced to close the valve before it before the pressure build up caused an explosion.

Hojo sneered in anger. "Subject 039246! What are you doing to the Mako?!" He yelled. He then opened the sealed door once the Mako contracted even further leaving the tank with air pockets. He looked at the congealed Mako, poking it with his pen only for it to repel his pen from going through but not quite being in a solid state. " Gel. He turned the Mako into a semi-liquid state." Hojo said and frowned when his pen began to dissolve. "With violent acidic properties." He quickly stepped away.

He wondered just how dense it was. Angry at being denied his experiment he pulled out a pistol and shot at Fain. He scowled when the bullet didn't even make it to the surface before being dissolved. He looked at the floor and tank satisfied that they at least were not being dissolved. Yet. But this meant nothing could be done. Fain was probably in a suspended animation. Sleeping." You escaped me again Subject 039246. But only for a short while. I will deal with you later." Professor said before turning and walking away. He received a message that he was needed at the conference room.

 _Fain woke up to the same inky blackness he had once before. But soon stars came to surround him. A mass of stars that looked so distant. But three stars seemed to travel their way to him... Fain didn't understand. He was not moving. He was curled up in the darkness, hugging his legs and tail close to him. He closed his eyes. But then he felt a floor underneath him. Fain opened his eyes two see three people standing before him. Two of them were women and one was a man. The man was covered in black armor except for his head which was exposed to show a man perhaps in his fifties with long grey hair and a just as long beard. One woman next to him was as Fain recalled, the woman who's form he took while trying to infiltrate Don's mansion. And the next was a white haired woman with silvery armor who wore a expression of disapproval. They all had a few things in common. Each of them had yellow eyes like Fain, were fair skinned, and a cyan light that surrounded them. A cyan aura. Fain looked at them. They all seemed familiar. Then he looked down at the inky black floor below him. " I'm dead. Am I not?" Fain asked disappointed that he failed. The man shook his head. " No, but the three of us are. You are our successor. Our legacy. And you have called for us. We have heard your anguish and found your soul in our realm. So we are here for you." The man said. Fain looked surprised. The white haired woman scowled. " Don't take us for granted. We are here to help you and guide you. And fight along side you if we must. You are not the first to need help that Tera has sent to defend Gaia." The woman said._

 _Fain looked at her confused. "Tera? Gaia? I was sent?" Fain asked confused. The old man laughed, not to the amusement of his younger counterparts. The raven haired woman sighed and smiled at Fain kindly. " Every generation, or at least after a warrior of OUR world falls another is sent. We are all warriors chosen from a world called Tera. A world like but very unlike this one. An older and much harsher world that has frozen over because her sun died. Tera, our world supported the life that lived in her as best she could and drifted through space for many years..." She paused to take a breath. " Eventually, Tera came to this solar system and asked Gaia if she could share her star so she could thaw her surface and allow her children to thrive. A bargain was struck. Gaia is a young planet. Weak compared to Tera. So, Tera offered to defend Gaia. She would send one warrior to defend Gaia. But in doing so that warrior would become a being who is both Gaia and Tera's. A being that can not pass on." The old man picked up where the Raven haired woman left off. The white haired woman looked at them all disapprovingly. " And we have died in combat, so you were chosen." She said._

 _Fain shook his head. He looked at the man and knew exactly who he was. None other than the Wolf Of Shinra himself. Sage. "But I'm not strong like you. Like any of you..." Fain said. Sage laughed. " You really are a dense kid. Haven't you noticed? You stand out from the normal Gaians. You are faster and even stronger than a boy your age should be. But more than anything, you have magic that surpasses the level Gaians with similar spells have." Sage said. " And don't feel like you are weak because you haven't figured and forged your own path. Unlike these two I was lost and made a mess of things for the last hundred and six years I lived. I had no guidance. But I never sought it either. I was stubborn through and through and in the end it killed me." The white haired woman glared at him. " Made a mess indeed. You allowed Shinra to build those reactors and start draining the life out of Gaia! The very planet we were sent to protect!" She said. The raven haired woman sighed. "_

 _Chol, it was not his purpose. Warriors bring peace to the people of the world." She said to the white haired woman. "Mages stand against anything that would harm the world itself." The woman named Chol scowled at her Raven haired counterpart. " Beanna, that does not excuse him!" Chol said with a severe frown. Fain sighed. " And, what if I'm not enough?" He asked. Sage laid a hand on the boy's shoulder. " Then we will lend you our aid. All of us. But know it will cost you. We can not exist in the physical world without our true bodies. So you must act as our vessel. But even then, you can not sustain our forms as you have indefinitely. The more you use our power, the more energy you will expend. Think of it similar to summoning monsters. But we are far more powerful then mere monsters." Sage said._

 _Chol nodded. Beanna smiled. " But you can also seek our wisdom. From here on, we will watch over you, and act as liaisons to your predecessors." Beanna said. " So in the end, you are not fighting this battle alone. You never were to begin with." Fain looked concerned. He was blushing. " If you all are watching over me, then... What if I need to pee?" Fain asked feeling embarrassed. Chol shook her head and Sage laughed. " Young man, we aren't going to watch you like a hawk. You don't need to worry about us peeping at you using the bush, bathing, or sleeping with a woman." Sage said and continued to laugh. Fain looked confused. "Sleeping with a woman?" He asked, not understanding. Chol glared at Sage who looked like he was about to explain. "Time to go back." She said as she grabbed Fain and through him into a void of blackness. Fain was gone from their realm. " I am no going to listen to you give him an explanation of the birds and the bees you idiot!" Chol yelled blushing. Beanna just giggled." He will need to know eventually. But I'm sure he will be fine. In that world he is not alone. There are people who will keep him straight." The raven haired woman said cheerfully._

Fain was standing in front of a chamber that said 'specimen' labeled in big yellow letters. Aerith was inside. "Fain? Oh my gosh, Fain, you didn't die did you?" She asked looking worried. Fain looked down at his... Not his body. He was a transparent cyan image of himself. He simply shook his head. 'it is a form of astro projection.' Fain heard Beanna say. Fain sighed. _"I'm alive. But my body is trapped inside a.. I'm not exactly sure what it is... Frozen Mako? It is to keep that man from doing anything more to me... But apparently I can still wander around." Fain said._ Aerith looked relieved. " I see. I am sorry you got caught up in this mess." She said truly looking apologetically. Fain shook his head and phased through the glass walls of the chamber so he could sit next to her. _" Don't. It was bound to happen anyways. We are different." He said simply._ Aerith looked up at the ceiling.

"The planet told me what you were. Why you are here. Are you really a... Warrior here to defend the planet?" She asked. Fain nodded. Aerith frowned. " I'm sorry you have to shoulder such a burden." She said. Fain shrugged. _" At least I have purpose. It isn't like I am alone. I'm just one of a long line of others. But, I'm not exactly a warrior apparently. It is... Complicated." Fain said._ So, then... Was he created? Did he even have parents? Did it matter? Fain stood up and looked down. _" Aerith. Tell Cloud and the others not to try and rescue me. Tell them to get out with you if they can. I will follow close behind on my own if you guys make it." Fain said and walked away._ Aerith looked completely puzzled. bud she smiled as she laid her head down to rest. Cloud and the others were coming.

Fain followed Cloud, Tifa, and Barret. He followed them from the beginning of the stairwell where he laughed at them for and their complaints as they climbed fifty eight stories. He watched them as they dodged security and forged their way to get to the upper sectors with the help of some disgruntled Shinra employees. He watched as they spied on the conference that President Shinra had with his heads of Shinra's various departments and scowled when he heard that they were not doing anything to rebuild Sector 7. And that they were blaming AVALANCHE for dropping the plate. He glared at Hojo with anger when he said something about breeding Aerith with something. That was sick! Aerith wasn't a dog!

Fain smiled happily when they finally rescued Aerith from Hojo's lab. He laughed when a red lion wolf creature that talked tried to rip Hojo's throat out. Fain worried when they were forced to fight one of Hojo's experiments. He cheered when they won. "Okay, now for Fain. Where is he?" Tifa asked. Aerith shook her head. " Fain said that we need to escape without him. He will catch up afterwards." Aerith said. Tifa looked like she was about to argue but Red XII, the Wolf like lion who had his right eye closed due to a scar over it and a glowing bulb that almost looked like a flame at the end of his tail, cut her off. " The boy who is trapped in materia? Likely he is dead." The beast said coldly. Barret growled. " There is no way-" But Aerith cut him off. " He's not dead! He's waiting for us to escape so we can!" She said confidently. Cloud looked at them all. " We need to get going. I don't think we have seen the last of him." Cloud said. Fain smiled. They only needed to go into the next room and they would have seen him sleeping...

But then he looked over to a long white haired man who wore a black cape, a black goat with his chest exposed, black boots and pants. He had silver pauldrons on his shoulders. His greenish blue eyes stared at Fain. _" Don't do anything to them." Fain said. The man laughed at the boy. "And how are you going to stop me?" He asked. Fain didn't know how to answer him "He won't" Sage said appearing next to Fain. " I will. Get your abomination of a mother, kill a few of Shinra and leave before I kick your tail from here to Wutai." The man glared at Sage angrily but left to go upstairs. Fain could have helped but notice... The man was afraid. "While I was alive, I could go toe to toe with five of him. Actually, I went toe to toe with him and two other SOLDIER first class members. I put them in their place when Shinra ordered for my head." Sage said laughing like only an old man could. Fain was happy he wasn't this man's enemy._

President Shinra was killed by Sephiroth's own hands. And just to taunt them all, Sephiroth killed the guard who was guarding Cloud and the other's cells and unlocked Cloud and Tifa's. Fain stood in his transparent form next to a now worried and very awake Aerith. _" You guys can come get me now."_ Fain said and returned to his body. Aeith looked shocked as they climbed the stairs to see Sephiroth's blade impaled through the President's back. " Fain knew." She said. Cloud looked at her. " He knew and he protected us." She said and shook her head. Cloud looked at President Shinra's impaled body, the blood trail leading up one of the stares and the disheveled state that the entire interior of the upper floors had been. Dead bodies where everywhere. " I have a score to settle." Cloud said coldly and looked to see a helicopter land after they caught and got confirmation from the space development executive, a fat man named Palmer. "We have bigger problems right now." Barret said.


	7. Chapter 7

**HAPPY NEW YEARS!**

* * *

Bigger problems came in the form of Vice President Rufus Shinra. He was a blonde haired blue eyed man wearing a white coat over a white business suit and just as white pants. He was a cocky man and just as cruel as his father it seemed. Everyone made their introduction, he made his small little speech of how he was going to control his father's company differently and use fear to control the people. He still intended on finding the promised land. Apparently a place filled with endless Mako. At least that was what Fain heard when he woke up in Kalm. He sat in bed listening to Tifa, Cloud and Aerith explain how Cloud fought Rufus 1x1 but couldn't manage to kill him.

The stairs had been blocked by security so when Aerith, Red XII, and Barret tried to go on ahead and escape, they were attacked by two large robots while taking the elevator down. Cloud not being able to finish Rufus off met up with Tifa on the floor below and with that everyone made their escape via a three wheeled truck while Cloud fended off the motor cycle police on his own motor cycle. Aerith made a point to say how cool Cloud looked all the while doing so. Tifa gave her a mean look before sighing. "And then we had to fight another robot that had six spiked wheels and flamethrowers. We could have really used your help with that Fain." She said. Fain scratched the back of his head feeling regretful about the situation.

"So how did you guys end up getting me out of that frozen portion of the life stream?" Fain asked hoping this wasn't all a dream and that he hadn't been left behind. Everyone looked at Aerith who just smiled and waved. " It was like your body phased through a block of ice and once you left, it all evaporated and returned to the rest of the Lifestream." She said with a smile before frowning with a bit of worry. " You have been out for a week. We are staying in Kalm for right now to let you recover but Cloud and Barret said that we have to leave soon or else Shinra will come a crossed us."

Tifa nodded. " So now it is your turn to explain everything. We have been waiting to tell our stories until you woke up." Tifa said calmly. Fain looked at them all. Two men, two women and a red wolf lion beast with one eye stared at him as he sighed and sat up in his bed. " I don't have much of a personal story to tell. I want to make that clear. My memories started eight years ago, give or take a few days. So right now I guess I would be fifteen... That said, I'm obviously not human." Fain said getting various 'no duh' looks from most of his audience. Fain fiddled with his fingers. " Don't ask me what my race is called. I haven't learned of that yet. I just know we aren't too far apart from humans. As for the rest, I am the Guardian of this world. I'm from... Or was sent by an older planet called Tera who made a bargain with this planet Gaia. Tera would send one of her children to defend and look after Gaia so long as Tera is allowed to share and orbit the star of this solar system and thus would allow those who live under her surface to live above once more. For life to truly be able to flourish again. With each generation of guardians that dies another is sent to replace him or her." Fain said.

Barret stared at him. " Guardians? So you are suppose to be protecting this planet?" Barret asked. Fain nodded, his ears flattening on his head. " I only recently learned that. Apparently because we are not Centra this Planet doesn't usually reach out to us... So I guess we wander her surface without knowing our purpose. Aimlessly." Fain said feeling a little ashamed. " Who was your predecessor just before you?" Aerith asked. Fain smiled. " Sage, the Wolf of Shinra." Fain answered. The atmosphere in the room became very heavy. Barret looked like he seen a ghost while Tifa shook her head in disbelief. Red XII cocked his head. " That makes sense. That man couldn't have been a normal human." He said calmly.

Barret shook his head. " If you 'guardians' are suppose to protect this world, than why the hell would one of you work with Shinra?!" Barret yelled. "Let alone help the *&% to power!" Fain laughed. " Well, To be honest. He didn't know he was hurting the planet by helping Shinra until he was very old and dying. Mr. Sage just felt like he needed to fight and bring peace to the world I guess." Fain said making Barret grind his teeth. "Well, that explains why he founded the Black Templars before he died. To stop Shinra from causing more harm to Wutai." Cloud said calmly. Barret looked at Cloud as if shocked. " Yeah that's right. Didn't that old Wolf start fighting Shinra?" Barret asked. Fain looked as if he was gazing off into the distance before he looked towards Barret " He could have gone on a vendetta if he realized Shinra was going to turn out the way it did but he felt like if Shinra had a humanitarian opponent to oppose their immoral actions, blood wouldn't have had to be shed as much. In the end I think he acted too late in his life and he feels ashamed that he failed the people of this world." Fain said calmly.

Tifa looked confused. " Wait. Sage was trying to protect the people of this world? Why? " She asked, clearly confused. Fain frowned and looked up at the ceiling. " I guess it is because Tera cycles between those who are warriors and those who are mages. Those who are warriors fight to bring peace and harmony to this world while mages are to bring balance to the world's health and protect its well being instead of the people on it. And each generation cycles from one to another. Never are there two from Tera at once on this planet." Fain said. Aerith frowned. " And because you are from Tera but die on this world, you can not pass on to the life stream can you?" Aerith asked. Fain simply shook his head. " We can have families like anyone else. Siring or giving birth to healthy children... ? I don't completely understand the whole lineage thing... But apparently those born from a Teran and a Gaian set of parents are born Gaian regardless of their Teran parent. " Fain said looking confused and gazing off into the distance.

Tifa looked at him as if he was weird. Aerith giggled. " You are talking to one of your predecessors right now aren't you?" Aerith asked. Fain nodded. "Three right now actually. Mr. Sage, Ms. Chol, and Ms. Beanna. Two warriors and a mage. They keep on arguing about not telling me about something dealing with birds and bees." Fain said looking annoyed. " I wish they would just call it 'mating' and be done with it. I'm not stupid!" The living adults in the room looked at him awkwardly. " I'm not crazy either, okay? Because guardians can not pass on into this planet's life stream, nor can they return to Tera's we are stuck looking after the living Guardian after we die. So I have three more adults who occasionally show up and argue with each other... Well, two of them at least.. It is really annoying that Mr. Sage and Ms. Chol can't get along. I feel bad for Ms. Beanna who has to get in between them." Tifa looked at him a little worried. Aerith simply nodded understandingly. " It makes sense. That's just how you are." She said and patted his head. He closed his eyes and sighed. Cloud crossed his arms. " So why didn't Sage receive any guidance?" Cloud asked calmly. Fain looked Cloud in the eyes with a frown. " The same as why I didn't until recently. Sage never felt like he needed it. He never reached out for help nor did he feel like he needed to escape from any situation he was ever in. He has always been an overconfident and arrogant man who plowed through life and any obstacle in his way. At least that's what Ms. Chol said." Fain answered. His companions all nodded. They agreed that his sounded accurate.

"So... Those ears and tail are real?" Barret asked Fain. Fain looked at him as if Barret was lame brained. "As real as that nose on your face or toes attached to you feet." Fain said and started to groom his tail by licking it and running his fingers through it. Tifa watched him and the others waited for him to say anything more. Cloud put his foot on Fain's foot board and leaned on it. " So, one last question then. Did you want to escape from all this?" Cloud asked. Fain didn't even look at him. He only stopped grooming his tail in order to say, " No, I just didn't want to be experimented on by that lunatic Professor Hojo." And with that Fain simply ignored there stares. He had said what he felt he needed to and answered their questions. And since no one seemed to have anything else to ask him, it was Cloud's turn.

Cloud sighed. " Well then. It was five years ago... I was sixteen when it happened. I was on a mission with SOLDIER 1st class Sephiroth who was leading a our group to investigate a monster outbreak caused by a malfunction from the Mako Reactor in Nibelheim. I wanted to prove myself so I signed up for any big missions that were available. I can't begin to explain just how powerful Sephiroth was. He was in a league of his own! Any stories you may have heard don't even come close to the real thing!" Cloud said really emphasizing just how strong Sephiroth was. Fain opened his eyes to take note of everyone's reactions before closing his eyes again. Everyone knew Sephiroth was incredibly powerful. "We were stopped by a dragon on our way to the town during a rainy evening. Sephiroth killed it in two swipes! When we reached the town he asked me how it felt being home. He told me he wouldn't know because he didn't have a home town." Cloud said. " I asked him about his parents. He said his mother Jenova dies giving birth to him while he didn't say anything about his father. He just laughed... It sounded like one filled with pain and irony."

"Wait a sec. I remember. Jenova is that headless spook living in the Shinra HQ building!" Barret interrupted. Cloud was about to say something when Fain cut him off. " I'll explain that later. What she is, what was in Shinra HQ, and so on. Sage says he has a pretty good idea. Just let Cloud tell his side of the story." Fain said. Tifa nodded giving Barret a 'just keep your mouth shut look.' "And so Childhood friends reunite?" Aerith asked. Cloud nodded and laughed. " I was really surprised when I met Tifa again. But that's later in the story." Cloud said smiling a little. "Sephiroth posted had one of the infantryman who was with us post guard, so the rest of us was free to rest and see family.." He took note that the women in their group were looking eagerly at what he had to say at the mention of family. " My mom was a vibrant woman who never really changed. My dad was a dead beat who died when I was very little. She worried about me quite a bit. She wanted to know if I was eating right and felt like I should settle down... There really isn't much to say. A fw days after we arrived she died..." Cloud said with a frown.

" I met Tifa's master Zengan after returning to the INN. He was bragging about how he had a hundred and twenty eight students all over the world and Tifa being one of them. He seemed like he felt she would be a powerful fighter. Well, no surprise there." Cloud said with a shrug before looking up at the ceiling. " It wasn't long after returning to the INN that I turned in for the day. He mentioned that he hired a female guide to show us around the mountains. I was surprised to wake up in the morning to find out it was Tifa. I instead she didn't come with us but well. That was like arguing with a brick wall. Sephiroth just said that it shouldn't have been a problem if I looked after her.."

Cloud sighed. " I can still remember the cold air of those jagged mountains. They used to be covered in trees... Now they seemed cold and threatening. The caves were like anthills and the bridges were old. One collapsed on us and we had to leave behind one of the infantryman that we lost when it happened. The caves were colored very strangely and in one such cave was a materia that formed naturally. A mako fountain. After we rested their we made our way to the reactor. What we found... Wasn't pleasant. Apparently Hojo had been experimenting on pitting living organisms in chambers used to condense mako and was producing monsters... Sephiroth must have thought he was produced like they were. After that he confined himself to the INN for a while... Then he disappeared into the Mansion located in town. In the secret library below. He really started to change then... And then he finally just snapped. He called me a traitor. He said the centra was an Intinerant race or something... Settling on this planet-"

"That's not true!" Fain said then fell silent and looked down at his feet. " Sorry." Everyone looked at Fain. More questions obviously game to everyone's minds to ask him.  
"Sephiroth left after our conversation and he raised the town. There wasn't much anyone left to really save. My family my hometown... He just killed and destroyed everything. He had gone to the Reactor... I guess to retrieve Jenova. I found Tifa there. She had been slashed up... I thought she was going to die. But I had to face him. I don't... Know how I am alive right now. And that's all I remember."

"Wait a minute. What the hell? That can't be all of it!" Barret yelled. Cloud shrugged. " I don't remember." He simply said. "What about Sephiroth?" Aerith asked. " I couldn't have killed him in terms of skill..." Cloud answered. Tifa cocked her head. " Official records say he's dead. I read about that in the newpapers." She Tifa commented. Aerith giggled. " Shinra owns the news papers though. They can put whatever they want in them." Aerith said calmly.. Cloud closed his eyes and took a deep breath in and out. " I challenged him and survived. Why didn't he kill me? I want to know the truth." Cloud said rather upset. " I'm alive too..." Tifa added in. "How did Jenova end up in Midgar?" Aerith asked. "Shinra must have shipped it." Cloud answered. "Cloud, how bad exactly was I wounded?" Tifa asked. Cloud frowned deeply. " I thought you were going to die. I was really sad." Cloud answered.

Aerith turned to Fain. " How, exactly is Sephiroth and Jenova related to the Centra?" Aerith asked the boy sitting in bed. " Sephiroth I am not quite sure about... But if his mother... I don't think that can be true... Sephiroth is not a Centra. Nor was Jenova. Ifact, Jenova is a bitter enemy of this Planet and the Centra. She is an alien life form that fell from the sky. A calamity. And she tried to kill all living things on Gaia's surface. She almost ended up succeeding but Gaia called for help and Tera answered. It was my first Predecessor of the guardians that sealed Jenova away. If anything, Sephiroth is probably more like me, only with a malevolent purpose. A decedent of a cancerous, parasitic creature." Fain said calmly. "That is what Sage tells me."

"What an interesting story." Red XII said. Fain looked at the beast. The beast looked back at him with his remaining eye. " Is there something you want to say child?" The beast asked. Fain cocked his head. " Only that the story isn't so much interesting as sad and painful. I'm not exactly a human myself and I can still show some empathy." Fain said before he started to re braid his hair. "And why should I? It was by human hands that I became an experiment." Red XII said calmly. Fain shrugged. " I wasn't exactly to far from being in the same boat as you. Well, I was eperimented on too. Just not as long... Besides, I lived in Sector 3. A rough place filled with murders, thugs, and even cannibals. I was lied to and betrayed by humans. And I was saved and protected and provided for by humans. And I fought along side humans. As have you no?"

The best growled at him. Fain simply ignored him. "So than. Tifa?" Barret asked. Tifa looked away. " Pretty much what Cloud said. I don't remember a lot about those days. After I lost my home I came here and opened up 7th Heaven and I did so while helping AVALNACHE. You know the rest Barret." Tifa said. " My mom pretty much told you my story." Aerith said to the others before turning to Fain. " I was adopted after my mother passed away at the train station in Sector 7. We had escaped Shinra's labs and she was too weak to survive. I am the last Centra so that is why I had been avoiding Shinra for most of my life."

Fain nodded and finished braiding his hair so his bangs were out of the way. "So that is that. Ummm, even though you all are well aware of what I look like, I don't want to continue wearing these scrubs. By any chance, did one of you grab my clothes?" Fain asked. Everyone looked at Tifa. " I heard that they were sent to be incinerated. The only thing that we could retrieve was your materia and the bangle... Well, Aerith did anyways." Tifa lied not wanting to tell him she didn't want him wearing that ratty coat anymore. Aerith looked at Tifa in disbelief before sighing. " I was the only one that could touch your materia. Apparently it had killed several people who came in contact with it, but I spoke to it... That Materia is from your world, isn't it? I never felt such an aggressive being before. It was like I was talking to a giant beast shrouded in shadow and... That shadow was threatening to consume me... Until I mentioned you." She said pointing at the iron bangle resting on the nightstand next to Fain's bed. Fain looked to her worried before picking it up. " I see. The fell safe... I didn't know it was there. I'm sorry." Fain said looking ashamed. He than looked at the reflection that showed on the surface of the materia. "My-My tattoos are gone!" Fain exclaimed and pulled himself out of bed only to tumble weakly onto the floor. Tifa and Aerith looked at the boy with concern. He was still very weak. Barret stomped over and picked the little runt up with one arm and sat him back in bed. " Idiot, you have been out for a week." Barret said and handed Fain a mirror. Fain looked at himself. The red and blue lines that had been underneath his eyes all his life were gone. The mirror plopped down onto his lap. Fain didn't know what to think of this. They had been a part of him... And now they were gone. It was strange. Like waking up to find that you had no hair.

Aerith patted him on the shoulder. " You look nice without them... But maybe they will home back?" She said, trying to comfort him. Barret growled. " We really need to get a move one!" Barret said clearly aggravated. Cloud nodded in agreement. " Barret, I think part of what is making me so weak besides a lack of food is due to magic sickness." Fain said calmly. Barret looked at Fain Clearly confused. "What?" Barret asked. Fain scratched the back of his head. " I noticed that when I touched the materia I became week but able to use the magic the materia contained. Well, I also noticed I got better either over time or when I used magic... I think I'm just suffering from an overload." Fain said calmly. Everyone in the room looked at Fain with disbelief. " That can't be... Physically possible." Cloud said shaking his head. " Maybe for beings of this world. I'm not one of them so my body probably reacts differently. Or maybe it is because that materia from this world react differently because I am from a different world, therefor if Materia from my world was to interact with any of you it might have a similar effect..." Fain said but quickly grabbed his materia from his bangle and Cloud's hand and almost slammed it into the guys arm.

Nothing happened. Or rather nothing immediately happened. Because slowly Fain began to glow cyan and his command materia began to glow a bright yellow. Cloud tried to pull away but they were surrounded by a field of various yellow symbols that surrounded them. It expanded to surround the rest of them. But as soon as it happened it ended. Fain let go and stood a little wobbly on his feet before dodging Cloud who tried to grab Fain. Fain proved to be difficult to catch so Cloud quickly gave up and simply glared at him. "Were you trying to kill me? Didn't Aerith just tell you-" Cloud began to yell but noticed Aerith had just 'equipped' Fain's scythe. She looked at it fascinated before 'unequipping' it. Fain smiled. " I figured I had to act as a catalyst in order to by-pass the safeguard. Now you can use the ability in it just like how I use lightning and the other magics. All of you it seems." Fain said and sat on his bed. " And it required a large amount of my magic to work, so that proves my theory... But right now I am just really hungry."

Everyone looked at him with a mixture of expressions. Cloud was angry, Tifa was worried, Aerith looked like she was in awe of being able to use this new magic, Barret was laughing and Red XII looked puzzled. "I do not understand you two legged creatures." He said simply.

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If anyone is confused, they are now able to use Fain's item Magic. If you played the game it is like using item in battle or changing equipment in the main menu. I thought it would be silly if they find all sorts of items and there wasn't anything to explain where they keep it all. SO, ITEM MAGIC! YAY! Psst ... Pocket dimensions...


	8. Chapter 8

I am really sorry about not posting chapter 8. I didn't realize I haven't posted ch 8 until I was finished with and was posting ch 9. . Enjoy ch. 8!

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Fain was grumbling to himself. Barret had given Fain his 'share' and sent Fain to run his own errands. Not wanting to expose the fact that he wasn't human to the general public he borrowed a sheet from the INN, wrapped his hands and feet in bandages that he had saved, and was off to the market. The Item shop was the first on the list.

"My, my, my. What do we have here?" The owner asked looking rather amused. He was an old man who had long sense lost the hair on the top of his head. " A customer looking for clothes. If you please, do you have any? I have to return this sheet." Fain said wearing the sheet like a cloak. The old man laughed. "You aren't naked under there are you?" The man asked giving Fain a suspicious eye. " I feel like I am... But know, I'm wearing patient scrubs. I couldn't get my original clothes back and I can't travel like this." Fain said his face looking rather embarrassed. As he looked towards a vacant corner.

" Well, I don't specialize in clothes but I can send you to someone who does. But if you need something more customized, I can do the trick." The man said calmly. " Do you mind putting the sheet away. I'm going to need to get your measurements." Fain frowned and looked towards the door and windows. The man sighed heavily walked over to the front door turned the open sign over to closed, locked the door and pulled down the blinds. " I thought you said you weren't naked." The old man said looking annoyed. Fain sighed not really eager to show another human his ears and tail, but the old man looked like he would be discreet. " I did, I am not, and I said I feel like I am." Fain said pulling the sheet off him to reveal his tail and his flickering ears. The man looked wide eyed. "Oh. Oh! Well that explains it. I have not met a lad like you before." The old man said giving Fain a toothy smile. Fain gave a forced smile in return. The man was missing a few of his teeth.

Fain looked at the man cautiously when he returned to the counter to retrieve a measuring tape. " General height looks about five feet four inches, not including the ears. Good grief I never thought I would be saying that about a customer. My apologize lad." The man said. Fain scratched the back of his head giving his tail a swish out of nervousness. " But I also have to say I haven't seen a man wear his hair in braid like yours in almost ten years! A bit eccentric of a style but that man must have had to fend of the husband hunters with a stick for sure! Ehhh, I'm jealous. You be careful boy when girls start chasing after you! You might end up with as many grandchildren as I did! Eh heh heh hehh!"

Fain listened to the man ramble on about how his regrets and misadventures with the women he had in his life, laughing about sowing wild oats everywhere and how he nearly had a heart attack when he got a message that he was a for the first time. Fain tried not to frown because he wondered if his children ever really received his love. The man must have noticed because his topic quickly turned to how some of his children didn't want anything to do with him for a time, while others he couldn't have anything to do with until they were older. His first wife, second and third and their plans to hang him. In the end he summed up that after his first grandchild was born he had finally managed to make peace with everyone he could. And keep his neck out of a noose. Here he was now just happy he had a family. Fain gave him a smile, glad to hear that they were happy, or at least at peace. But something really hurt deep in his chest. " So, what exactly are you looking forward to getting?" The old man asked as he wrote down Fain's measurements. " I reckon something to hide your tail and ears? Maybe something that will highlight that hair? I have to say you should be grateful about the looks you inherited!"

Fain tried to calm himself while he thought about his usual attire had been. " A hat and a coat. I use to wear a blue coat with the collar up. Everything else was just casual clothes underneath. I would like a similar coat. A coat that comes down below my knees, maybe one I can leave partially open in hot weather and be just fine but one that can stand traveling in. If it gets too cold I can wear more layers underneath." Fain said managing to sound calmly about it.  
The man looked a little disappointed before smiling. " Ah! Just one moment." He said and quickly made his way to the back of the store. He was back caring something blue that was folded up. He quickly unfolded it to reveal a blue hooded trench coat with a soft gray kepi. " Please, at least try it on." The old man said. Fain expected the man to hand him the coat but instead the old man tied the sleeves of the coat around Fain's waist. It effectively hid his tail and his ears was hid by the hat. Fain looked at the man who practically dragged fain over to a mirror stand. Fain blinked. He cocked his head to the side. He looked at how his hair really stood out. Over the green scrub, the blue coat and the gray cap. It was practically glowing. Fain almost thought it was. He readjusted his braids and tied back his hair  
before smiling satisfied. He just needed to buy something so he could get out of the scrubs. He put the coat on to get a good idea of how big or small on him it was. For the most part it was a little long, coming down to the lower portion of shins. " How much is it?" Fain asked before getting the price paying for the coat and hat. He thanked the man. " Not a problem. Can I ask why you are in scrubs though?" Fain sighed. " A long story. I was getting a kind of check up and they ended up disposing of my clothes and I ended up here in Kalm." Fain said waving good bye. It wasn't a lie. Just not the detailed truth.

Fain went to another store after tying his coat around his waist and returning the sheet to the Inn. He stopped and thought about something for a moment. Everything was different. Then Fain looked up and a look of awe crossed his face. He marveled at the blue vastness above with swaths of white and various shades of gray cotton like substances slowly moving up above. He stood there for a moment then ran and hoped up onto a barrel bounced off a wall and was on top of the steep roof of a three story build in no time. He looked at the vast green plains that expanded beyond the small quiet town they were in. The rolling hills seemed to go on forever. He looked back up to see a bright whitish yellow light up above that hurt to look at so he couldn't stare at it directly for long. He turned around and saw something blue in the far off distance. It was a different blue. Not like the blue that was above. Fain then caught a whiff of salt being carried by the wind. It wasn't like table salt at all. But it was very faint.

"What the hell are you doing up there!?" Barret yelled. " Get down kid! People are staring!" Fain looked at Barret with a huge smile on his face. He was excited and captivated by his surroundings. " Barret look! Come see! There is all this green just in the distance and blue up above and I smell salt from far away! And up above there are these big white things! I want to catch some and see what they taste like! Oh and from where the salt is coming there is some kind of blue stuff..." Fain rambled and continued to ramble on about everything he could see with excitement. It looked like he wanted to run. " He looks pretty good with that hat on and the coat is a nice touch." Aerith said walking up to Barret with a bag of items. Tifa came behind her not sure whether to laugh or feel sorry for the kid up on the roof. " Barret... He's never seen anything but the slums of Midgar." Tifa said quietly but jumped when she heard a roar of wind and Fain landing right next to her and Barret. " Wow! So this is what the outside world is like? OH! I need to go buy food and other stuff! I'll be right back!" Fain called out and ran off.

Barret watched the kid zip off wide eyed. " He just jumped off a three story building... As if it was nothing!" Barret said and shook his head. " I am league with a bunch of crazy people I tell you!" Tifa shook her head. " Says the man with a gun for an arm traveling with a talking dog cat and a man wielding a giant sword." Tifa retorted. Barret stopped in his tracks and sighed. This was all very true. He sighed when Fain came back wearing a tan t-shirt, brown leather boots, coal black leather gloves and dark gray cargo pants. He was munching on a sandwich looking like he was eager to leave and go adventuring. " We need to come up with how we are going to travel." Barret said calmly. Cloud shrugged. " That's easy. Me, Aerith and Thirteen will go in one party while You, Fain and Tifa are in another. That way they are evened out. Tifa can take the Cure and Heal Materia that we just bought and act as healer. Fain is a can use offensive magic too. Red. And you provide good range support."

Tifa frowned. " Why not you me and Barret?" Tifa asked. Cloud sighed and pointed at Fain and Red XII as the two started to bicker and growl at each other. " Those two don't get along and with one another. It is obvious that traveling in a large group in this area is not a good idea and putting Aerith in the same group as Fain isn't necessarily a bad idea, they don't exactly have great physical offensive power. Fain is fast but against a armored opponent he relies on his magic. You, me or Barret would have to make up for that. Fain seems to listen to you and Barret without too much argument so I thought it was best. " Cloud said. " And you also seem to have an affinity for magic you could act as a healer for Barret's group if Fain can't. I have a feeling he has an affinity for offensive combat magic more then restorative magics. Tifa frowned. " Why not You Barret and Fain?" She asked already knowing the answer but wanting to tease him. Cloud looked at her annoyed. " We would never stop butting heads." Cloud said crossing his arms. " Barret does have leadership skills and I don't think he would want to be undermined. Maybe with time things would work out differently but for right now, I think this is the best."

Barret nodded. " For once I have to agree with Spikey. Besides. That kid is going to be hyper and want to see everything there is on this side of the continent. So while you look for clues we can afford to linger a little." Barret said and handed Cloud a cell phone. " I'll give one to everyone. We need to stay in contact. If you find something, let us know." Cloud nodded. "Lets distribute equipment and explain the inventory system out of town. Are we ready to go?" He asked. Barret gave a nod Tifa sighed and gave a thumbs up while mumbling about Cloud just wanting to be alone with Aerith. Aerith simply smiled pleasantly and Fain and Red XII were too busy arguing to hear. " Alright, lets go than!" Barret called out. Fain went over to be at Tifa's side while Red XII followed behind Cloud a short distance away.

They soon left down continued to travel until they were behind a hill. Fain summoned a tarp so everything could be laid out and began to start emptying the inventory so they could distribute food, water, bangles, new weapons, clothes, tents, and other things they would need. Fain was holding a case of something in a pink box but Tifa quickly snatched the box away before he could read what it was. " Don't worry about it, it isn't for you." Tifa said and packed it away in her bag before giving another that was in the pile to Aerith. With everything sorted Fain began to explain how the Item magic worked. He told them to picture the list of items and focus on what they wanted when the list appeared. All they needed to do was then say 'equip' and the item would materialize. It only worked for items that were already in storage. With that out of the way they finished making preparations. Cloud and his team left. The two human members waving goodbye. Fain looked at his two human companions. " Can we go that way?" He asked pointing towards the smell of the salty air. Barret shoot his head. "We need to head south. If what your asking about is what I am thinking of you can see it a little ways south as well once we pass a valley." Barret said looking annoyed to see Fain's disappointment.

But Disappointment quickly turned to excitement when he found monsters. Fain looked at the Kalm fangs, a purplish blue wolf like creature. Fain was about to start hacking and slashing at them but Tifa spoke up. " Fain, what are you doing? Are you really going to try and fight all of them just because?" Tifa asked obviously disapproving that he was wanting to fight and kill the wolf creatures. They were monsters, why did it matter? Fain threw a ball of fire which caused them to scatter. Fain looked at Tifa wondering if she had more to say before following behind her and Barret. He didn't even get a chance to equip his scythe. He wanted to practice. He NEEDED to practice.

It wasn't long before the Kalm Fangs were back and Tifa took pleasure in demonstrating her martial arts skill. Some of these she actually killed. Fain looked at her as a hypocrite after this and ran off. Tifa looked toward Barret worried while Barret just gave her a disapproving glance. It was towards the end of the day that they were setting up camp in an outcropping of rocks just outside of the valley that Fain returned carrying a squirrel like gofer creature called a Mu. Tifa looked at Fain with shock and disgust. His mouth and bare hands were covered in blood and he was busy skinning the creature for it's fur.

Tifa was about to speak when she received a glare from Fain and a laugh from Barret. It was obvious Tifa didn't want to watch the Kid kill and get covered in blood. But from the animalistic ears on his head and swishing tail to the fact that he had been eating some of the animal raw and maybe even killed it using his fangs, Fain was not human. He started a fire for them, finished skinning and went to hunt again. Tifa stared at the Mu that was laid down on the inside of its fur to be gutted later. " You need to stop treating him like he is nothing but a kid Tifa. He will be an man soon enough." Barret said and tried to use one of the knife in their 'inventory' to guy the mu. He sighed and handed it to Tifa. " You are going to either hve to hold it still for me or do it altogether. I can't prepare it one handed."

Tifa took the knife and started the to dress the large ground rodent. " I just didn't want to see him like that." Tifa said calmly. Barret scoffed. " He was always like that." Barret said calmly. " And to be honest that boy will probably start resentin' you if you try to keep it up. Let him fight, let him kill, let him be him. We need that... Well, whatever the # $* he is... We need him to help us save the planet. " Tifa stood up and glared at him with a stern almost angry face. " Fain is a person. Barret, he might be different but he is still a person. That is what he is." She said calmly. " I get he isn't a normal kid. And you are right. But he is still a person."

Barret looked at her and then the the set of puncture wounds in the mu's throat. " Yeah, a person. Right. " He said nodding but still feeling something off about Fain. The kid felt more primal then even the talking dog cat. Like a cat sometimes. " Fain is Fain." Aerith said making the the others jump as she sat down on a rock. " Good evening." Barret held his chest with his remaining hand. " Aerith, where the heck did you come from?" Tifa said very startled. Aerith giggled. "Just around the corner. Fain has been catching mus. I think he and Red are competing with each other. Fain seems to be winning. " Aerith said as she watched Tifa sigh and go back to preparing the Mu for consumption. " You both are afraid he will become a monster?" Aerith asked. Both Tifa and Barret looked at her surprised. She read them so easily.

"Fain is Fain. But I think everything will be okay. I can't wait to see his face when he sees the sea. I wonder what it is like myself." Aerith said with a warm smile. "Cloud went up ahead to a place called the Chocobo Farm. Apparently we need to catch some if we want to get past the marshes to the Mythril Cave. That's what our next destination sounds like." Tifa and Barret nodded. "Is it alright if Tifa and Fain come with me? It sounds like it will be a while before we can go on." Aerith asked Barret. The big gun armed man sighed. "Fine. I guess it will be okay since we won't have anything else to do." Barret replied. Aerith smiled. I'm glad." Aerith said.

"Aerith, if Fain. What if Fain changes?" Tifa asked. Emerald green eyes looked at Tifa's auburn eyes with an air of curiosity before she gazed towards the fire. She started to smile after a little while. " I think, Fain is very good at hiding how scared he really is right now. How scared he has been for a while." Aerith said calmly. " Going from relying on people to avoiding others and relying on himself. And now people rely on him and need him. Doesn't that sound scarey if it was you? An all his life until recently, he has been alone."

Tifa looked at the young woman wondering how she could be so understanding. Tifa looked at the ground frowning. " It is like his world has been turned upside down and then twisted." Tifa said. Aerith nodded. " Personally I think the both of us are still getting use to the sky. It scares me." Aerith said calmly not looking up. Barret nodded. "At first the kid was staring up at it like he just saw a new candy store made out of gold. But then he stared staring at the ground trying not to look up." Barret was muttering. Aerith nodded. " Like he was afraid he would fall up into it or something. Into a big blue emptiness." Aerith said calmly hugging her legs. Tifa nodded not sure how to comfort either of these two. Both of them have lived in Midgar as long as they could remember. In the Midgar slums, there was no sky.

The next day Fain's reaction to the ocean was of caution. He looked at the rolling waves and marveled at them, but was hiding behind an outcropping of rocks. Tifa looked at Aerith who was standing rather close to her. She imagined these two were very nervous. Fain smelt the air. It was a pleasant smell of salt. The roaring of the waves splashing on the shore was quite loud. Tifa smiled. "It has been a while." She said and sighed. Aerith and Tifa watched Fain venture to the sandy part of the beach. He tested the sand and jumped high into the air and back onto the grass when a small crab popped out. He was holding a ball of fire, about to throw it when he watched the crustacean scurry away. He seemed puzzled at to why it didn't attack. Fire ball in one hand and a twig he picked up in another he chased after it wondering why it moved sideways. He poked at it only for it to snap at his twig in defense. Fain looked around the beach and hopped back when the water from a wave splashed against his feet. Tifa was trying not to laugh at Fain's antics.

Soon enough Tifa was watching Fain and Aerith run back and forth on the beach trying to avoid getting their feet submerge by the water of the waves. It was amusing because they were like children, almost like siblings playing games. Tifa shook her head. She laughed even more when Fain had his tail pinched by a crab and was spinning around in around in circles trying to get it. He never realized Aerith was the culprit for the crustacean being there in the first place.

Their fun didn't last though. A small group of Elfadunks, medium size bluish-green elephant like creatures with both horns and tusks happened upon them. Fain waited for them to attack which was not wise of him because when they did the first thing the heard leaser did was fire a jet stream of water that pushed Fain into a incoming wave of water. Tifa looked at where fain disappeared and watched as a large portion of water froze in the area. Fain clawed his way back to the shore in a panic. The elfadunks fired more water at him but he angrily shot bolts of lightning at them. They didn't stand a chance against the young mage's onslaught. Those that did survive fled leaving five others behind. Fain stood on one of the elfadunk carcasses and threw fireballs at the quickly retreating heard. " And don't you come back!" Fain said shivering and dripping wet. He shuddered violently from head to toe scattering water everywhere. " Fain, are you alright?" Tifa asked partially wanting to laugh partially very worried.

Fain nodded. Aerith looked at the frozen area of water. She giggled nervously. " You really do have strong magic Fain. I don't think most anyone could use materia to do something like this." Aerith said but looked worried when fain collapsed onto hi hind quarters looking very weary. "But you used a lot of your magic all in one burst huh?" Aerith asked and sighed before getting him to drink an either. She looked around and shrugged. " Well this was an interesting experience." She said with a giggle. They busied themselves with collecting the Elfadunk horn and tusks. From the smell neither of the three felt it wise to try and collect any meat so the left the bodies as they were. They stayed there to watch the waves until sunset before heading off towards the chocobo farm where they would be staying.

"You totally missed it Barret! Fain was blasted into a wave! He nearly froze the entire beach!" Tifa bragged teasing Fain a little. Fain was to busy petting one of the closest large yellow birds to really pay her mind. He was very fascinated by them and so excited that his tail was wagging. His coat and hat was trying in the barn along with his wet set of clothes so he was in a clean set. Cloud looked disappointed. " We were not able to catch a single one." He said and looked over to Fain surprised when he saw the a group of Chocobo dancing for him in a fenced in area in front of the barn and farm house. The old man who owned the farm watched with astonishment as they did. He looked like an old farmer, wearing overalls, a plaid shirt and graying hair. "Well I'll be. Usually Chocobo don't just dance for anyone." The old man, 'Chocobo Bill' said and was even more astonished when a Chocobo plucked on of it's loose wing feathers and stuck it in the kid's hair. The man shook his head. Fain was just talking to them happily on the fence wagging his tail happily as the big yellow ostrich shaped birds with thick necks and large triangular beaks 'warked' happily. He seemed to be able to understand them to some level and they perfectly understood him.

His human and nonhuman companions looked at the kid amazed. Red XII growled his annoyance before going to an empty stall of the barn they all would be staying in for the night.


	9. Chapter 9

Sorry! I forgot to post Chapter 8 and only realized afterwords! Here is chapter 9!

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Cloud could not believe it. No less than five chocobo were standing around them ready to mount. And this was after Fain fed one a mint green and asked her if she could ask a few friends if they could have a ride across the marshes. Fain asked about the Midgar Zolom on the way but the chocobo seemed not to worry so he didn't either. Getting Red XIII comfortably on the back of a chocobo was a task. Until the said chocobo simply dipped its head underneath his body and slid the poor cat wolf creature onto its back so he rested between the back of it's neck and Tifa, who was riding it.

Fain was more than willing to praise chocobo for their intelligence let alone treat them as if they were about as intelligent as humans. Cloud still couldn't believe it once they dismounted and were on the other side of the marshes. Fain looked at a red materia he picked up and surprisingly felt nothing more than a bright yellow bird 'warking' and a moogle who was making a whooping chirping noise as best as Fain could describe it. It didn't react to him other than that. Fain waved goodbye to the kind yellow birds that gave them a ride, and looked at what apparently was a summon materia. Maybe it helped that Fain was wearing a chocobo feather as a pin to the side of his hat?

Cloud had to ask him just to make sure. " Are you sure you can understand them?" Cloud asked not believing this kid succeeded in accomplishing in less than an hour what Cloud took a full day and still failed. Fain nodded. " Really their warks usually mean yes or no and most of what they say is through their body language and expressions. I mean, perhaps it isn't exactly as complex as our speech but I can easily get their point. For the most part. It helps that they use their wings as best as they can to emphasize their meaning." Cloud held up a hand to stop him from rambling on about it. Because he would. Cloud turned to Red XIII. " Do you understand them?" Cloud asked the lion wolf creature. Red XIII looked at the spiky blond human with annoyance. " Not at all. Do you think all beasts and such understand each other? To be honest I still think they are just a bunch of stupid birds." Red XIII said and 'stormed off' in annoyance.

Cloud guessed that Red XIII was probably more annoyed at the fact that he had been outsmarted by said big birds and that his rival could do something he couldn't. But this all confirmed one thing. Fain was very strange. It was moments later when the group began to make their way forward that they found Red XIII standing stock still before a stripped down tree. There, impaled upon the tree was a giant dark green hooded serpent with a large rattle at the end of its tail. Fain looked at the creature. He sat before it and closed his eyes feeling his mind pulled away from his body. Anger and indignity washed over him from the body of the giant serpent. It wanted revenge. It wanted to kill the man who did this to her. Fain asked her what happened and he saw a long white haired man wearing a black cape beat it back and used his power to drive it down upon a tree like it was a stake.

Fain felt like maybe he was dreaming. In one day he was talking to sentient animals both living and dead. He felt her annoyance at his inattention and he quickly apologized. Then a wave of fiery like explosion washed over him. One clear message came from the snake before it passed on into the life stream. Defeat the white haired man.

Fain opened his eyes to see that he was surrounded by his fellow companions. They all looked with mixtures of worry, annoyance or puzzlement. The most annoyed was Red XIII. " Don't tell me you were talking to it." Red XIII spat. " She wants revenge against the man who did this to her." Aerith said. Fain blinked and nodded before getting up. " What did it give you?" Aerith asked. Fain shrugged not really knowing for sure. " I guess it wants for her vendetta to be carried on." Fain said and began to walk towards the mountains that were beyond the marshes.

Cloud Sighed. Soon the human members of AVALANCHE came to Red XIII and Fain arguing after they made their way ahead of the group. " Is everything handed to you on a silver platter boy?" Red XIII asked growling. Fain simply crouched down so they were eye level. " No. In fact I was handed the a empty platter and expected to fill it most of my life. Most of my life I struggled. Most of my life I relied on me. Because when I relied on others I ended up in a prison cell knowing a mad man wanted to dissect me! I relied on people to help me when I knew nothing about this world and they taught me one valuable lesson. Don't trust just anyone so readily. People will rip you off, lie to you and try to kill you to take whatever they can. For once my life is different and now I have to listen do a whiny cat thing growl at me because things have been going well for once. What? You want to see someone who's face is being pressed in the muck? You won't have to look far!" Fain yelled. " I'm not blind! I know people are suffering all around me! But you know something? I hear the world I was born from would have been no better. Actually, I heard it has been frozen over for thousands of years! Try living there!"

Fain tried to storm off but Red XIII leaped at him only to be blocked and forced back when a scythe blade slashed at him. " I'm not some weak child that will let you rip his throat out!" Fain yelled and tried to slash at the beast only to be blocked by a staff that simultaneously stopped Red XIII from leaping at Fain. "No. It is just the two of you are so much alike that you both can't get along." She said calmly and walked off towards the cave. Fain and Red XIII looked at her and then each other before both simultaneously yelling, "I'm nothing like him!" They glared at each other. "Stop copying me!" They yelled at each other. Barret was laughing. Cloud made no comment while Tifa sighed. " Come on you two." She said. Fain sighed and followed close behind listening to the wolf cat grumble. " What are you anyways?" Red XIII asked staring at Fain's tail. " Some kind of cat person? A dog?" Fain sighed. " I could ask you or myself the same question. I don't know. I just am." He answered. " Apparently I'm called an 'Ark'. And that is all I was told." Red XIII simply huffed and followed after his two legged companions.

The Mytril Cave was cold, damp, and smelt of mako. It was filled with strange creatures and robots that have long sense been abandoned. Fain disliked the idea of having to fight a insect like lizard that breathed fire. Or the blue serpents that flew cold air. In fact,Fain hated everything about the caves other than that they were not there for very long. He thought the concept of being in a cave would be cool. But it reminded him of Midgar, only everything was trying to kill you. In fact, it felt very much like Midgar. Except that there was no coffee buddy or a looming ceiling almost too high to really make out.

Fain thought about it. He missed Midgar. He actually missed the scummy dump where people tried to mug you, scam you and every now and again catch you so they can sell you off. But there were nice people there and far in between... But then again. That was about all he missed. Midgar wasn't really that nice. Fain bumped into the back of a very large man pointing his gun at a not so large man in a navy blue suit that identified him as a turk. Fain poked his head out from behind Barret and looked at the other man with a scowl. "Reno wants to thank you personally when he gets out of the hospital Cloud. And test a new weapon on you while he's at it." The bold headed man wearing sunglasses in a dark cave said. A blond woman scoffed. " And I have been allowed to join the Turk's ranks because of it. But I won't be thanking you for it. I will just make sure you know we will be getting in your way every step you take... Or is it the other way around?" The blond woman asked lost in thought.

"Elaina, you talk too much." A man in a dark blue Turk suit with long black hair said. Elaina jumped and went to attention turning red. " My-my apologies sir!" She said. " Reporting that Sephiroth has last been seen heading towards Junon sir!" The man with the black hair who's name was Tseng placed a hand on his face and shook his head. " Elaina, you clearly don't understand do you?" He asked her Before she turned even more red, saluted and left promptly. Tseng sighed. " Long time no see Aerith. I see you joined AVALANCHE." He said putting on a smirk that was returned with a cold look. Fain held up a ball of condensing electricity. " Talk anymore and I am going to make it a point to fry you where you stand." Fain growled menacingly. Tseng clicked his teeth and shrugged before turning his back to them. He was on top of a plateau that Rude was climbing up to using a tick mass of roots. " Don't get in Shinra's way." Tseng said walking out the cave. Fain could distinctly hear a helicopter. By the time they got out of the cave the Turks were gone.

Fain stood at the exit of the cave glad they were NOT spending the night inside. Fain waited for his human companions to catch up as he stared off at the rolling hills and mountains that were in the distance. Fain wondered what the large dark green blotch that was down below and rose up the base of the mountain far away. "So we are looking for our way to Junon" Cloud said calmly. Barret nodded. Tifa just sat on a rock with Aerith watching Red XIII and Fain to make sure they don't butt heads. Fain smiled. " Than are we going that way?" Fain asked pointing dead ahead. Cloud shrugged. " We don't exactly have a map so that way is as good of a direction as any. "Are we splitting up again?" Red XIII asked. Aerith looked at Tifa and they both nodded. " Yes, Me, you and Fain." Tifa said calmly. Both Red XII and Fain looked like they were going to protest.

Tifa punched a rock she and Aerith had sat on and cracked it. " Any complaints?" She asked. Red XIII and Fain both shook their head. " Off we go then." Tifa said and waved goodbye to the others as the to red haired 'boys' followed after her. It wasn't long after they were out of everyone's line of sight that Tifa started camp. " But it is still Daylight. " Red XII said looking up. Fain watched Tifa and then started to inch away. " Not another step Fain." Tifa said firmly. " For the rest of the day we are going to train. And you two are going to be partners. Like it or not, the two of you ARE going to learn how to get along." Fain sighed. Red XIII growled in protest. "What's that Red?" Tifa asked looking down at him menacingly. He looked away not willing to fight against this human. She was very strong obviously. Deceptively so. "The two of you will spar with each other. No fangs, no claws, no weapons or magic." Tifa said. The two red heads looked unsure about this.

Fain sighed and took his coat and hat off. He summoned and laid down his scythe and a few knives down. Red XII watched him. " Why?" He asked Fain as Tifa removed his headdress which acted as his weapon. Red XII like using a spin attack that his headdress was used to cause even more damage with. Fain smiled. " To show I'm disarmed and not to be tempted. Nothing I can use is in the inventory now." He said after emptying a small pile of grenades grav balls and so forth now laid in a pile. " And so you can't either." Red XIII growled at him. " Like I would do something so dishonorable!" He yelled. Fain looked at Tifa. " Can we start now?" He asked. Tifa sighed and shooed him away. " Go ahead." She said and was surprised when Fain ran and landed on Red XIII who was caught off guard even when he thought he was ready. Fain was fast. But Red XIII was now down yet. He managed to shove Fain off by kicking with his hind legs and charged at Fain who hopped back a few times. Right when Red XIII thought he had Fain cornered Fain spun around and whipped Red XIII in the face with his tail. Red XIII wondered if he was seriously trying to hurt him with his tail when Red's momentum brought him to a sudden stop into a rock. The beast was seeing stars at this point. He waited until he could think straight. Fain had used his tail not as an attack, but to blind him.

Red XIII got up and growled at him. Fain simply sat on the rock looking down at him curiously before running off. Red XIII gave chase but found out very quickly that Fain was much faster than he was. So he stopped suddenly and returned just out side of camp to lounge around and wait for Fain. He wasn't about to stumble into another trap. Red XIII was getting tired of waiting by the time Fain came back.

He was about to pounce at Fain but Fain laid a Nerosuferoth, a small dog sized green lizard with a single horn on the back of its head and a frilly back like sail that extended midway down its tail.

"Lunch time" Fain said as he sat the lizard down and started a fire for them to start grilling it. He left and soon came back carrying two more. Red XIII glared at him. " I'll cook, you two get back to your bout." Tifa said. Red XII growled. " I'm not falling for anymore of your tricks!" The beast yelled. Fain simply sighed and ran at Red XIII leaping at him and then landing on him. The wolf lion felt the air knocked out of him as the kid did so. He needed a way to catch the rascal. He was too quick. That's when he managed to pin Fain down by the tail. Fain looked at him angry but yelped when Red XIII spin dashed into him. Fain coughed and then growled at Red XIII who looked proud of himself. They both had their own inherent techniques. Fain did a type of pounce that, when he landed caused a a focal point of his weight to be exerted on his prey. This was dangerous if Fain had been using it correctly on Red XIII who was use to using spin dashes.

This was something Tifa took notice of because the neros Fain brought back all had their backs broken or their ribs cage collapsed. But Fain's pounce slowed him down where as Red's spin dash was quick. In the end no one won. Red XIII couldn't land a hit on Fain and Fain refused to use an attack that would damage Red. And them wrestling was pointless other than it tired them out. Tifa noted Fain didn't try to kick, punch, elbow or knee Red. She asked why. Fain simply smiled. " Because it is 'dishororable.' I want to fight him how he would fight me." Fain said smiling toothly. Red XIII growled. "Look, you would have had an advantage if you used your claws and fangs! Mine aren't that long!" Fain said looking away. Red made a coughing noise that at first made his two legged companions worry but then they realized it was him laughing. Fain simply sighed.

The next day they made it to the forest. Fain and Red seamed less keen on fighting one another so Tifa happily tried to teach Fain some martial arts, which Fain was happy to learn until it came to Tifa trying to spar with him to re-enforce what Fain learned. At this she found that Fain had leaped up into a tree out of her reach shaking his head violently. She simply punched the tree, causing it to vibrate and for Fain to fall out of it. She caught him with one arm and looked at him annoyed. " I'm not going to kill you now!" She said looking at him indignantly. Fain Summoned his scythe. " I want to learn how to use this better." Fain said and ran off. Tifa looked at Red XIII who lazily sat next to the camp fire. " Do I look like someone who can learn martial arts of a human?" He asked. Tifa picked up a stick and snapped it a few times before throwing it into their camp fire. " I wasn't going to kill him." Tifa mutter as she sat down and stared at the fire indignantly.

Fain sighed. He sat by a river wishing he had a teacher. That was when a woman giggled next to him. " You only need to ask." Beanna said as she sat next to him with her scythe. The next few hours he watched and tried to copy the steady flow of how she danced, ran forward hopped back, controlled one form and another of a circular dance that used the scythe blade to extend and contract its arks. She stopped every now and again to explain why this form or another was used. Why this 'dance' of the blade was important. Why a scythe wielder had to be graceful and why it was important just as a sword wielder would need to learn his manner of fighting. The scythe was not a weapon often used to inflict blunt damage, but Beanna showed him that the back of the scythe and the butt of the scythe could very well be used to. The shaft itself could be used but that was to be avoided. After the explanations it was back to learning the forms for the rest of the day Fain caught some fish and wanted to continue on fut a large four pointed shiruken nearly took off his head.

"Surrender all your items, gill and materia now!" A girl's voice yelled as she stood on a tree. Fain looked up at her tired from training. He used a Potion and an ether to compensate as he looked at the source of the voice. A girl about his height stood on the limb of a tree. She caught the shiruken with one hand. Her opposite arm seemed to be covered in a kind of shield or some kind of beige sleeve. She was wearing a green jumper that exposed her midriff and a beige pair of kaki shorts that she left unbuttoned or even zipped. Her left leg had some kind of braces on it and her left arm had straps on them that attached to the shield sleeve thing. " Your fly is open." Fain said calmly. He was wearing his coat tied around his waist and his hat. He felt like this was how he would fight usually so he practiced his scythe training in it. "Why are you even looking there!" She yelled throwing the shiruken and zipping her shorts up. Fain block it with the back of his scythe before she hopped down caught it and stabbed at him with it forcing him back. Fain hopped back then smiled and ran back to camp making sure she chased after him. Tifa looked up at him surprised until she saw a girl throw a shiruken at him. She didn't waste any time using her fire materia. She would ask Fain later why he was being chased by a girl. Red XIII spin dashed into her to keep her from catching her weapon.

Tifa gave Red XIII a thumbs up and dashed towards the girl who looked at her with a grin until she was forced to dodge fist after fist that she realized had the strength of a grand horn once her fist nicked a tree and tore a chunk from it. The girl knew she was in serious trouble. And the the wolf lion spin dashed into her from the side forcing her to use her shield sleeve to block him he jumped off. The girl used a tree to spring forward, allowing her to grab her weapon doing a combat roll onto her feet. Before she could throw it she was forced to block a slash from Fain's scythe. He slashed, spun jabbed with the butt of his sycthe blocked a stab from her weapon and used ice magic to shield himself when she threw fire balls at him caused by some kind of bomb. He dashed after her to keep her from escaping. They were in and open field now. She grimaced. " Wow, your persistent." She said and yelped when a bolt of lightning nearly hit her. She stared at Fain who had a ball of fire floating in his hand. What he did not expect was for her to dash and hug him. Fain froze. Wait, what just happened?

Tifa looked at him and saw he was just as lost and confused as she was. Red XIII simply sat down and started to lick his paw. " Ummm... Weren't we trying to kill each other just a moment ago?" Fain asked . The girl hopped back smiled. " That's the past. I choose you." She said happily smiling up at him. Fain blinked still confused. "Choose me? For what?" Fain asked. The girl smiled.

"To be my boyfriend!" She said happily.


	10. Chapter 10

Fain could not get away from her. He tried to tell Barret that she just suddenly attacked him and then hugged him and started calling him her boyfriend, but as soon as she said she wanted to fight Shinra and accepted joining AVALANCHE to do it he wouldn't help him. Fain's fate was sealed. He was doomed.

And even now he was running away from her. But she was as fast as he was... But he had an idea. An insane idea. He stopped and hit himself with his lightning magic which startled everyone. It had been so unexpected. He struck himself again. Yuffie looked like she was considering dashing and shoving him out of the way of the next lightning strike. He struck himself, this time he felt his 'Limit Break'... " Aegis!" Fain cried out and dashed off faster than he normally could. Yuffie stood in shock. She looked at Cloud, Tifa, and Barret. Cloud and Barret seemed to share an understanding while Tifa at first looked shocked, then worried. " Wh-what did he just do?" Yuffie asked not understanding.

" He activated his limit break. I guess he did it to make himself faster. Don't worry. Among the boosts I noticed him getting, haste and regen is definitely among them." Cloud said calmly. " But that HAD to hurt. " And it did. Fain was later found sitting on a rock with a number of Neros electrocuted around him. He apparently was still recovering but the damage he self inflicted was noticeable, but slowly healing. Yuffie stared at him for a moment when she arrived, then she glomped him. " You are so cool!" She said excitedly. Aerith sighed after shortly arriving and pulled Fain's hat off.

Yuffie looked at his pointy red ears in shock at first, but then her eyes brightened up and her face looked of a little girl who just seen a box of adorable kittens. She started playing with his ears. Fain simply had a 'why me?' face while Aerith gave him a, 'it was worth a try' look in return.

Yuffie had given the group the suggestion of heading directly south and following the coastline to Junon. It was not a bad idea. But that meant a detour. A place called Fort Condor. Aptly named, because the place was a fortress with a massive Condor guarding its egg on top of a Mako Reactor. They also were wanting to fight Shinra and were willing to let them all lodge and stock up on supplies. Tifa and the others made Fain rest. After his desperate stunt, his speed was noticeably slower and he was making the group lag. Everyone left went to go help the people at the fort prepare for a battle against several mercenaries that Shinra had hired to take the Fort.

Fain was just happy he was not being hugged and hung all over on by some strange and crazy girl he didn't even know. He hugged his tail and fell asleep glad he could rest as soon as he climbed in bed. What he probably didn't want to know was that his 'girlfriend' happily 'made sure' he didn't get out of bed. Tifa and Aerith were arguing with Cloud for enabling Yuffie when the 'poor kid' was obviously trying to get away from Yuffie. Red XII looked at Tifa confused. " Why would he try to get away from a potential mate?" The wolf lion beast asked. Tifa stopped to think about it for a moment. " Red, do you want me to show you?" She asked. The Lion Wolf looked at her cautiously but his curiosity made him nod.

" Then let me hug you." She said. Red XIII let the human woman hug him. At first it was pleasant and Red XIII didn't mind. But then they sat there like that for minutes and the Wolf Lion was becoming uncomfortable. But when he tried to pull away her hug started to close on him only more and more until Tifa was suffocating him. It was only before he was on the verge of passing out that Tifa let him go. She stood there watching him try to catch his breath and begin growling at her before he realized the situation Fain was in. Yuffie was suffocating him. Maybe not literally, but all the same. And unlike Tifa, Yuffie was someone Fain barely even knew. Understanding began to dawn on the wolf lion as to why Fain went to such extremes.

He was like a Kalm Fang with its paw in a trap and he was trying to gnaw his arm off. Red XIII sighed, feeling sorry for his rival's predicament. Then something caught Red XIII's attention. " Tifa, what exactly is Fain's Limit Break?" The wolf lion asked. Tifa paused to think about it. " Aegis." Aerith said calmly. " It acts as a shield to stop all incoming damage for a short period of time and and has helpful status effects that act as temporary boons. I think he overestimated his limit break and thought it would heal him enough to counter the damage he self inflicted on him." Aerith sat at a table looking down towards the hole that lead to the beds where they would be sleeping at. Tifa frowned. " It was the only one he ever used. I have two right now." Tifa said calmly. Aerith nodded knowing she had Healing Winds and Sealing Evil. Everyone seemed to have a number of Limit Breaks they were practicing or trying to unlock. But Fain only had one. Aegis.

Red XIII scoffed. " We can't have him chewing his arm off. We won't have a Black Mage for long if he does." the beast said. Tifa looked confused. "A what?" She asked. Aerith giggled. " Cloud has been categorizing each of us by our fighting styles. You are a Brawler, Barret is a Gunner, Yuffie is a Ninja, Red XIII is a close ranged beast fighter, and I am a White Mage, because I focus more on healing. Fain is a Black Mage because he seems to focus almost solely on offensive magic. Aegis is his only means of defense." Aerith said.

Tifa shook her head. " I think Cloud needs to re-work his categorizing, but no... Fain used Ice Magic to shield himself too... And what about his scythe?" Tifa asked. Aerith simply giggled. " What about it? I have a staff, he has a scythe. Cloud has a sword and Barret has his gun. But maybe you are right." Aerith said and left to check on Fain and Yuffie. Tifa wondered what category Cloud put himself in.

Aerith at first looked worried. The girl was sitting in a chair looking intently at Fain. But when Aerith opened her mouth to speak the girl put a finger to her lips got out of the chair and beckoned for Aerith to follow her back up the ladder. Once they were back up above the sleeping area Yuffie sighed. " I pushed him a little too much. I wanted to see how strong he was and he... I made him become desperate." Yuffie said looking away. Aerith frowned. It was good that the girl before her realized what she did... But what was worse was that she had ulterior motives to her 'affection...'

"Do you really care about him?" Aerith asked in which the girl nodded. "Then please give him some space. Fain... Has had a difficult life. And he's not exactly accustomed to being so close to humans. From what it sounds like, he never was too close to any human being after... A certain incident." Yuffie looked at her curiously. Aerith shook her head and waved for her to have a seat at a empty table. In a hushed tone she explained what she had heard about Fain's early childhood. Because he wasn't human, he was turned over to Shinra's custody and a scientist tried to experiment on him. After that, he was never quick to trust humans. He was still very independent and didn't enjoy people trying to smother him with attention. At least not like she tried to. Yuffie sighed. " Fine. I'll give the guy some space." She relented and with that Aerith gave her a warm smile.

When Fain finally woke up in a the sleeping area of Fort Condor he saw that he was alone. He began to groom his tail and hair until Cloud came down the ladder to check on him. " Good, you're awake. Get ready and come with me. We are about to go over battle plans." Cloud said firmly as he climbed back up the ladder. Fain sighed. He put his hat and coat on, buckled the collar of his coat up and climbed up the ladder.

He looked around. He stood in a room much like a rabbit burrow. One main area leading to other smaller areas and exits. One was an exit they had entered from via a rope. Fain didn't remember climbing it. Then there was a store room that would sell things to travelers. The fort must have been open to travelers before Shinra announced it was trying to get rid of the condor. There was also a small dining area with wooden tables and benches.

"Fain, hurry up!" Cloud called out. Fain sighed and followed Cloud to the entrance of a shack where a table with a map of the fort was laid out.

" Okay. Now that everyone is here. We are being divided into teams. Fain, Yuffie, and Red XIII, you are the fastest members in our group, you are needed to dish out as much damage as possible and retreat before you get overwhelmed. Me, Tifa and Barret are taking middle positions here." Cloud said pointing at a hillside that allowed for easy access to the reactor. " We will be attacking from a distance until they reach our position where we will engage up close if we have to. When that happens Fain, you will head to the rear and act as magic support. Yuffie and Red XIII will be joining my group. If we get pushed back to the rear, we will deploy the turrets that the defenders have installed while they give us cover fire. We can not let them reach the shack, is that understood?" Everyone nodded. " Aerith, you are to remain in between the rear guard and the middle group. We need your heal support and magic offense. You should have a pretty good view of the battle as well, but keep your head down encase of snipers." Cloud said finishing up. Aerith gave him a nod in acknowledgment.

Now, they waited. Once Shinra's mercenaries were spotted the entrances were sealed off, forcing them to have to take the hillside. Fain, Yuffie, and Red XIII rushed down to their positions where they waited to ambush. Fain didn't want to make eye contact with either his rival or the crazy ninja girl. He simply waited until the enemy mercenaries were in position. Fain was startled when his hat was ripped of his head and practically reduced to scraps. A loud bang could be heard in the distance. A sniper. A loud bang from up on top of the hill could be heard where their counter sniper fired back. Fain looked down to see his chocobo feather laying on the ground. It had revealed his location perhaps, but saved his life. He grabbed it and 'dequipped' before using his magic to drop ice shards on the mercenaries that had just passed their positions without noticing their presence. Even despite the sniper. With the ice magic raining down on them they were forced to take cover... But the cover they found was a trap made by the ambush party.

Fain used his scythe to quickly make short work of the melee oriented mercenaries before taking cover and running away when the ranged oriented mercenaries started to attack. Yuffie and Red XIII attacked them, having finished off their groups. Fain used magic to try and cover the two but it wasn't enough. Their were mercenaries wearing heavier armor acting as shields for their lighter comrades. Even lightning didn't seem to effect them. It was time to retreat. Fain used earth magic to hamper the enemies movement and ice magic to act as a shield to cover their retreat.

Fain noticed Cloud giving them a nod before he readied his sword. He used it to shield himself from a hail of bullets while Barret popped up every now and again to spread counter fire and Tifa used magic.  
Once Yuffie, Fain and Red XIII were in positions they started to use magic to rain down on the enemy. Cloud waited until they were reloading to start slicing and dicing. The defender type mercenaries stood up longer than the others, but not for much longer. But it didn't matter. They were wave one. The second wave came soon behind the other and they didn't have an ambush to impede them. Or so Fain thought. Yuffie had this weird smile on her face before she pulled out a remote control and pushed a red button. There was a loud explosion that caught the second wave off guard, killing a large amount of them. Cloud Barret and Tifa had little problems dealing with the remainder of the second wave. It was the third that pushed them back. These were headed by defenders carrying heavy shields. And no one had attacks that would work.

Aerith sighed and looked at the red materia in her bangle. She looked at the heavy defenders in front of the third wave and focused on the summoning materia. A large fat chocobo fell out of the sky and slammed on top of the defenders, flattening them. Fain laughed. He couldn't help it. The absurdity of it all.

But it didn't do enough. All of them were pushed to the rear line. The mercenaries third wave comprised of several lines of heavy defenders with shields. Aerith had taken out the first line while three more with a line of light ranged fighters were in the rear. The defenders were even persisting under turret fire. They didn't have anything that would do enough damage to them. Fain tried to think about it. Earth magic wouldn't be effective here because it would end up damaging the reactor which would harm the condor and its egg. He didn't have a magic strong enough that would effect them among his fire, lightning and ice...

 _"I'll take over from here."_ Fain heard Chol's voice. It was strange. Like he and she had completely switched places. Because where he and his body had stood now stood a woman about Tifa or Aerith's height. A woman who had long white hair and golden eyes. Her body was completely covered by silvery shining armor from her shoulders down and in left hand was a large round shield that she used to block the gun fire while she stepped from behind her cover while in her right hand was a large three pointed spear with the middle point being the largest. She walked with purpose down the hill with a white cape fluttering behind her. The defenders did not stop their march until she thrusted her spear through one of their shields and impaled the defender through his armor. She lifted her spear screaming man and all and flicked the dying man into his brethren. The woman known as Chol smiled maliciously as the men before her halted but she did not halt her advance.

In fact she slashed at their shields, slicing some and leaving others with a enormous gash. Those who were too close to her ark fell down dead, their armor doing nothing to protect them. The men backed away. Some, who tried to grab their fallen or their injured she ignored while others who tried to attack her she did not spare. She walked with a purpose right through their line destroying all she pleased before stopping in their center and running her spear right through a red Grand Horn. A beast that stood on two legs with massive clawed arms that were covered in spikes and shorter legs that were also clawed and covered in spikes. Its large bull horned head bared its fangs at her before she gave her spear a twist and was rewarded with a dying grunt. She pulled her spear out of the beast and let it fall dying to the ground as its body tumbled down hill.

"This is the part where you all yell retreat." She said as she turned her head to the remaining mercenaries. They were too afraid to speak as they dragged their dead and wounded away. She sighed and walked back up hill where she began to pass a dying man who held up a gun and shot at her head. She jerked her head to the side just in time for it to grace her cheek. She glared at the man and beheaded him with a spear before continuing her ascent. She sat on a rock and watched the invading force leave, slashing her spear through the air to cause shock wave that struck an attack helicopter that was approaching. It was nearly knocked out of the air as it rapidly plummeted towards the ground before regaining altitude and making its retreat. She turned to cloud and his group stabbed her spear into the ground and strapped her shield onto her back. "Get stronger." She said very firmly as she laid her hands on her side looking at them all like they were some kids she had just defended from a bunch of bullies. Her eyes lingered on where Fain as a cyan spirit stood before she became transparent and disappeared altogether.

With that Fain became substantial again and collapsed. His body laid on the ground as he felt his conscious slip into a deep slumber. Cloud stared down at the boy who reappeared and joined everyone's gaze upon the destruction Chol had wrought. It was like a force of nature had come down to blow their enemies away. Cloud returned his gaze down upon the unconscious Fain. " I guess it was like a summoning for him." Cloud said picking him up and carrying him inside. Tifa looked at all the dead bodies, shattered rocks and a large rent in the clouds that had been in the way of her swing. She understood one thing in particular. If she was Fain's predecessor she would hate to have seen how strong Sage had been. But she wondered... Why was Fain so much weaker physically?

It was a few moments before everyone sat down in the sleeping area to discuss the battle. They had taken no casualties and used up little resources. The Condor and egg were fine and no one was injured. Fain seemed to have used up too much energy to 'summon' Chol. At least, that was who they guessed she was because Fain had explained that every generation of guardians interchanged between warriors and magic users. It seemed warriors had impossibly human strength. So did that mean mages had equally strong magic? Aerith shook her head. " I think, it is because Fain is still young. Cloud, how old was Sage? Was that his name?" Aerith asked.

Cloud nodded. " Official reports say he was in his eighties. It was also said that he could not be taken down by any number of SOLDIER 1rst class operatives. It seemed he simply died from the elements that were present in the Northern Continent. Otherwise, anyone who stood before him was lucky to be alive." Cloud said calmly. Barret sat on a bed with his arms crossed. " Could someone like Sephiroth beat him?" Barret asked looking at the kid with disappointment. He would probably had loved to have someone with that strength on their side. Tifa looked at Cloud but it was Red XIII that answered. " No, Sephiroth had fought him before in Cosmo canyon and lost. I felt like Sage chose to spare the then young man. That old man was far from human. I could feel the pressure he exerted from my village. He was a monster that had no equal in his time and age." The beast said. "But he was a dying old wolf I suppose. Too tired to carry on."

 _"And bitter that no one in this world but Gaia herself could bring me the honor and relief of death."_ Sage said to Fain as the kid looked down at his body. It was strange. There he was sleeping. But Beanna explained that Fain, like her was able to use Astro Projection. While he was still alive at least. "You did not say you were eighty you old fart!" Chol said bitterly. The old gray haired man laughed. " Do I look it?" He asked towards Fain, obviously ignoring Chol. Fain shook his head. " You look like you are fifty... Are you in the habit of deceiving and lying?" Fain asked looking at Sage with annoyance. The old man looked at Fain a bit hurt. But he sighed and nodded before laughing. " At least I died with all my death intact!" the old knight said laughing. Fain sighed. " So, when I get older will I be as strong as any of you?" Fain asked.

Beanna shook her head. " Physically no. Magically you might surpass me. But mages generally do not have the power a warrior does. Even magically. We are meant to heal this planet and cultivate it. That is the reason why Mages generally borrow the power of their warrior predecessors. We were never meant for wars and battle." Beanna said sadly. Fain felt a crushing weight come down on top of him. "So I am always going to be weak?" He asked Beanna. Chol glared at her. " No. You will not. And YOU can not. You will learn magic from this world and get stronger that way. Because that is something you CAN do and better than your gaian comrades. You haven't noticed have you? They get weaker, the more materia they use. The more they use the more magic they can use, but the weaker their aegis becomes."

Fain looked at Chol who turned her eyes to Sage. "TELL HIM" Chol demanded. Sage looked at her bitterly before sighing. " I studied and did my best to become a master of the varying kinds of Aegises out there. Those that different kinds of bangles we can wear strengthen. Those that can only strength through battle experience and practice. Unlike Gaians, we Terans do not learn secret fighting techniques that are specific to what is called, 'The Limit Break' our Aegis is all we have. And Unlike a Gaian's Aegis we can change ours. We can freely manipulate it as we learn more about it. But, the boons your spell 'Aegis' is only activated when your Aegis is weakened enough. It is your way of your Aegis trying to repair itself. It is your way of your Aegis trying to save your life. And you realized how those boons are very temporary. So you intentionally damaging yourself is idiocy if not suicidal." The old man said very firmly.

Chol walked over to the man and punched him in the sighed, giving him a 'go on!' look. Sage gritted his teeth. " There are kinds of magic that I can teach you that can also strengthen and expand your Aegis... But to repair it and to gain 'haste' will require you to learn magics from the materia of this world." Sage said calmly. Chol nodded satisfied. Beanna looked down at her feet in regret. Sage sighed. " Ol' Beanna. If you had not died I could not have fought the war you had no ability to prevent. It had to happen. You did everything you could to help the planet and her people. It was my time." He said calmly. Chol slapped him upside the head. " You, old man know nothing about women. It was always your duty that came first!" Chol said while Beanna sat in the corner of the room looking depressed. Fain looked confused for a moment before realization came to mind. Sage seemed to be the denser of them all.

Fain sighed and walked over to Beanna who was crying. He did something he wasn't exactly comfortable doing. He hugged her. "I'm sorry things did not work out. And thank you so very much for helping me." Fain said. Sage just frowned before realization finally dawned on him. Chol sighed and walked over to Fain and Beanna. " I am sorry but it is time for you to go to dream land while we adults have a private conversation. Bye for now brat." Chol said dragging Fain back to his body. He saw Beanna giving him a thankful look before he was shoved back into his body again. His dreams turning to nightmares of Yuffie chasing him on the back of a giant Red XIII and fat chocobos raining from the sky.


	11. Chapter 11

Back on the road again. Or they would be. They didn't get far before Fain decided it was high time to start mowing grass. And Cloud stood there angry while he watched the kid lay his coat down and start cutting the grass all around them. No one else said a word. They just stayed out of the way. Even Yuffie didn't seem keen on getting close to a the scythe wielding lad. Cloud finally got tired of it and pulled out his buster sword to use as a shield. " What, are you going to destroy my scythe too?" Fain asked bitterly. Cloud stopped dead in his tracks. Barret winced.

Fain had hit a sore spot with them. Fain started to gather up the grass into a pile. Tifa and Aerith helped him. Cloud threw his hands up into the air after dequipping his sword and sat down on the ground. Yuffie joined in in the grass gathering until they all had a pile. " What did Fain mean by you destroying his weapon?" Red XIII asked cloud as he sat down and started to lick his paw. Cloud sighed. " Fain used to carry a rifle around with him. He must have had that thing forever. Anyways, we were fighting a robot and Fain stopped its laser attack from killing us. But it destroyed his rifle." Clouds said.

Barret sat down and sighed. " It was mostly my fault." Barret said remember clearly now that he had fired while the robot was readying for a counter attack. Cloud stood up and looked at the sky in the distance. " I guess it is fine to take it easy here. We would have been caught in a storm otherwise." Cloud said seeing storm clouds in the distance. Barret frowned. " I hate rain." Red XIII said.

It turned out the reason Fain had started mowing grass was to make himself a hat. He had lost his had in the battle at Fort Condor had been in an ill temper after that. Tifa was a big help, however she wondered why he made the hat's top 'pointy.' It flopped over on his head. Aerith giggled and Yuffie commented that he looked like a dork, but she still claimed him. Fain sighed. " Can we please work on being friends first?" Fain asked her. Yuffie shook her head. " Nope!" She said confidently. Fain started to make string to make his hat strap. " Why do you even want someone like me anyways?" Fain asked.

Yuffie just laid down flat on her back. " Love at first sight. I thought you looked so cool while you were dancing around with that scythe. At first you started looking like an idiot, but the longer you did it the better you got. I finally wanted to see how strong you were. And here we are now." She said happily.

Fain frowned. " She must have been watching me while Beanna was training me." Fain mumbled. Yuffie sat up. " Who's Beanna?" Yuffie asked. "One of Fain's Predecessors." Aerith answered. " If you ever catch Fain talking to himself, more than likely, he is talking to her or one of the other two. We all met Chol and we know about Sage." The air felt heavy around them. And it was not just because of the approaching storm. Yuffie frowned. " Get stronger! Who does she think she is?" Yuffie said pouting. Tifa sighed. " I didn't know Terrans could be so terrifying." Tifa said and looked at Fain who turned away from her and began to put his coat on after attaching the hat's chin strap. " Terrans?" Yuffie asked. "The people of the planet Tera." Aerith said. Red XIII joined Tifa's group while Barret and Cloud argued about how they would set up tents and who would take first watch.

"Didn't he say he was an Ark or something?" Red XIII asked. Fain walked away carrying his scythe. "I'm going hunting" He said to both Barret and Cloud as he purposely walked between them to separate them. Tifa frowned. " He seems rather upset." Yuffie said looking directly at Tifa. Aerith nodded joining Yuffie's gaze. Red XIII looked between the women wondering if they were about to argue. Tifa simply shrugged. " You can't argue that SHE at least wasn't scary. And I'm glad I never met that other guy." Tifa said. Aerith frowned. " Sage. Tifa, I think the subject is a bit touchy when it comes to Fain. The guardians are a long line of protectors of this planet. And right now I think he probably feels like he is only standing in their shadows right now. And maybe like them he feels that we think he is a monster." Aerith said looking at where Fain disappeared to with worry.

Yuffie laid back down. " I just thought he looked cute. And... Kinda handsome with his hair..." Yuffie said blushing. Both Tifa and Aerith stared at her. " He almost looks like a girl." Tifa said blatantly. Aerith looked like she was very unsure. " Well... He is well groomed." She simply said smiling awkwardly. Yuffie sat up. "He does not! You can obviously tell he is a guy!" Yuffie argued. Tifa stared at her. " He braids his hair and wears it long. He looks like a girl." Tifa said firmly. Yuffie turned her face away. " Some guys in Wutai braid their hair. Fain's just looks cooler." Yuffie continued to argue.

Tifa glared at the ninja girl. " He dressed up drag!" Tifa yelled. Aerith sighed. " I'm not sure about that one. That could have been Beanna." Aerith said calmly. " And even if that was not the case I'm not sure you can call hiding your own body in the illusion of another's dressing drag. Cloud on the other hand..." Cloud having heard their conversation scratched the back of his head. Aerith giggled, only intending on teasing him. "Maybe men in Fain's culture braided their hair and kept it very well groomed. I have seen pictures of people in legends like that. But they also seemed to wear their beards just as long." Aerith said.

Yuffie looked at Aerith imagining a man she was describing. " As I recall One in particular wore a plaid skirt, had a braided beard and often used a large double edged axe." Aerith said looking up at the darkening sky. " Something about him seemed more brutish than feminine. Like he was a barbarian. But it was in a story about a man who married a she dragon..." Yuffie and Tifa stared at her. Tifa finally sighed. " I am beginning to think that Fain's world is a scarey place." Tifa said.

The auburn eyed woman felt someone bump into her from behind. Fain walked right past her dropping a few Neros off and began to set up his tent. Cloud and Barret tried to argue with him that he should build his tent else wear but the kid ignored him and put his tent on a incline with the entrance facing down. Cloud started yelling until Fain kicked him in the shin, told him water that falls from the sky rolls down him, to shut up and leave him alone.

Cloud was stood there fuming until Barret patted him on the back. " Hey man. Kids an puberty. Leave the moody guy alone." Barret said receiving a glare before fain zipped his tent up. He pulled his boots off, folded his jacket, laid his new hat on top of the jacket and crawled into a sleeping bag. Did anyone have any sense? Did they all just want to make him feel like he didn't belong more than he already did? Tifa especially. He was the only two legged being on the planet right now that had the tail and ears of a beast...

He looked at his tail. The thing he had always recognized as being as much apart of him as his arms and legs. The thing he felt made him attractive as his hair and face. The thing that made him stand out the most and was harder to hide than the pointy ears on top of his head. He hugged it close to him and used it like a pillow as he had done many many nights in Midgar. And not for the last time he missed the slums of the city and the piles of scrap metal he could climb into and throw some soft bedding down and call it home.

He was fine with not being close to people. He was fine with not really having purpose. He was fine with the mundane struggle and the people who cared about his well being but did nothing to really get into his business. Not for the last time he remembered how much he disliked being around other humans for such a long period of time... So what made him forget? He laid there curled up brooding about this while listening to the distinct sounds of the others pitching up their tents. Th girl who hung all over him and called him her boyfriend was putting hers close to his. Of course.

Aerith, he could hear, was trying to convince Cloud that he had a point. The storm's rain would roll down hill and their tents would need to face down hill to avoid taking in water. The man relented and talked to everyone about who would take guard. Tifa was silent for a moment. "What?" Fain could hear her blurt out. "I think she should take Fain's shifts." Red XIII said plainly. " I don't particularly care of human emotions too much but even I try to make it a point to choose my words wisely."

Fain looked towards Red XIII's voice with a puzzled expression. Was his rival really sticking up for him? Fain could hear Cloud sigh. " Terrans are scarey huh?" Cloud said before cracking his knuckles. " I'll take one of his shifts too. Tifa... Well... You know." Fain rolled his eyes and looked started when he saw someone sitting in his tent. It was Beanna. " You shouldn't let them get under your skin so much." She said calmly. Fain had the distinct feeling she was very similar to Aerith in a few ways. He rolled over. "I just want to say, you are special, but you aren't too different either if you get down too it. You are you." She said. Fain felt her presence leave and laid there in his tent for a while watching the light fade more and more. Monsters generally wouldn't come in this kind of weather. He wasn't familiar with it, but he could feel his instincts tell him that he should seek shelter. Fain exited his tent before the storm hit.

He immediately wished he hadn't. The sky above him, dark with lightning streaking the sky, from cloud to cloud was dark, ominous and very intimidating. He shuddered and kept his eyes on the ground. He used his earth magic to compress the earth around their camp into rods while he moved the earth in a kind of ring with part of the ring being no deeper than the ground around it, allowing for water to flow out and down hill. Fain had the idea of making rock like spike in a pit to ward of anything that would try to attack. He closed their entire camp and then looked at everyone who was still getting ready to turn into their tents. "We shouldn't need anyone to take night watch now right?" Fain asked.

No one told him otherwise. Fain glanced up at the sky remembering Aerith's worlds when she first spoke about how scarey the sky was. He thought it was silly when he first saw it in its calm state. And even sillier at night. But this sky... This sky was angry and terrifying. He ducked into his tent and covered his ears as the thunder began to boom louder and louder. As the wind began to shriek. As the rain began to pelt the outside of the tarp that protected his tent. The lightning that lit up the sky with its brightness. Lightning that was far greater than his magic. Fain had a new respect for how scarey the sky really could be.

But when he finally did fall asleep he couldn't escape the storm. And in his dreams, it just got worse and worse. In his dreams the wind driven rain lashed at him in constant hails. The lightning truck at him and the clouds stared down at him angry. He ran. He ran and ran and ran through grassy fields that were sobbing wet and field with muddy water. He ran away from a beast that stood in the sky. The beast that was the clouds itself. A beast that looked like a wolf with eyes and fangs of lightning. It chased him until it finally cornered him. He laid with his side against the cliff side of a wall. There was no escape... Except for a crack that was in the wall. He squirmed his way through. Clawing and bucking as his legs tried to push him through. And then he finally made it. But the cloud best was already on the other side and pounced on him.

Fain woke up with a gasp. He was laying inside of a cardboard box. He watched the rain fall down from the sky far more gently than his dreams. He stood up on to his feet. All four of them. He blinked and looked down at himself. He was covered in orange fur and stood on four legs. His paws were black like he was wearing socks and from his bell to his chin was white fur surrounding his orange fur. He made sure his tail was there. It was nearly as long as he was. He flicked his ears that were still ontop of his head. He sighed in relief.

He got a better look of himself in the reflection of a puddle. His face was also covered in fur, and he had whiskers. His mouth was a short blunt muzzle with a little black nose. He sniffed the air. His sense of smell was no different... Except what he smelled was unfamiliar humans. He looked around him. He was in a city. He shook himself flinging dirt and started to try to wash the dirt off with the puddle water. It was much harder because his arms wouldn't turn like he wanted them to. So he used earth magic on the dirt and mud and made it gather off of him into a ball. This was more effective. He flung the ball away and returned to the cardboard box that was laying on its side.

So, he was some cat dog thing. Or just a cat. Except he didn't have retractable claws... And his fangs felt thing. And when was his eyes a honey yellow? Were they always like that? He thought about it. They probably were. He just never really cared to look hard. He curled up into a ball and wondered what he would do now. What about Tifa and the others? Fain thought about it. He felt for Aerith who immediately responded to him reaching out. He told her not to worry and growled when she went to try and speak out. 'Tell cloud, Barret and the others. Let Tifa worry.' Fain said calmly. He could feel Aerith sighing from their connection. 'Fine. But please tell me you are not running around naked. You left everything behind. All your clothes. And your tent is in shreds.' Aerith said feeling relieved but now concerned about other things.

Fain sent her an image of what he looked like from what the puddle showed him. 'As naked as a cat thing covered in fur can be I guess.' He said feeling no shame. This form of his... If it was a form... Felt natural to him. 'You must be in Junon. Cloud wants you to scout around. Be careful.' Aerith said and with that they broke their connection... Or simply stopped talking to her. It was weird... He shook his head and dozed. He wouldn't be able to see anything much with it still raining this hard.

It was hours later that he heard someone walking by the alley he was in. He shifted to scoot himself further into the box and this gained the attention of this person. A woman stopped and looked down the alley he was in. Honey yellow eyes looked back seeing this woman carrying a navy blue umbrella and wearing a sailor suit. " Well, what do we have here?" She asked and walked over to the box. She looked down at him and backed away a little when Fain pressed himself against the wall behind him. Why was he so small?

" Oh no.. Umm..." She fumbled with a shoulder back and pulled out a quarter of a sandwich and laid it down. Fain stared at it. Was he suppose to eat it? He sighed which sounded more like a long exhaling sniff before he sniffed the sandwich and began to nibble on it while never taking his eyes of the woman in the sailor suit. Blond hair, blue eyes and a matching hat to her suit. " Well little guy, I have to get back to the ship. Once the rain clears up tomorrow the parade will be starting and Mr. President will be boarding the ship afterwords." She said and left.

Fain grinned. He started to follow her. She stopped when she caught the look of several people staring at him. He hid behind a trash can before she could see him. She started walking again, he started following, hiding behind a pole when she turned to see if he was following. This wasn't any good. He waited until she turned around and started to walk before he followed behind her. She stopped, turned around but he stayed behind her all the same. " Huh." She said and nearly jumped when she saw him sitting there staring in front of her. " I don't have any more food to give you and I can't bring pets on bored. " She said trying to shoo him away.

Fain let her walk past him before he looked around his him. The sea was to his left and row after row of buildings to his right. He took an alley that would allow him to run ahead of her and occasionally peeked around a corner to make sure he was ahead of her. She would lead him to either to her Barracks or the ship, which he was sure, wouldn't be so hard to find. That was when he caught sight of the largest gun he had ever saw. The rain was clearing up and he could see it clearly. Right there was a huge cannon pointing seaward. "Good grief, I can't get rid of you can I? Fine. I'll bring you with me." The lady he was tailing said picking him up. " Yeesh, dumb cat... Or are you a dog?... Well whatever." She said carrying him in her arms.

'Dumb human woman is more like it.' He grumbled mentally as the woman carried him in his arms. It was straight to her Barracks after that where she set him down and started changing. Fain stared at her open mouthed when she started pulling her shirt off before he turned away once she started to unhook her bra. He made himself look like he was exploring as he sniffed this and that there. His first day and night in Junon was filled with a bunch of female sailors showing up and having a get together while his 'owner' played with him like he was some teddy bear. If this would help him get on the ship, he would endure it. One of the women had suggested he would be a good mouse catcher. She was one of the senior sailors that would be on the ship.

Fain reported to Aerith at the end of the night and was forced to sleep in the arms of some lady he did not know in the form of a cat... Dog... Thing...


	12. Chapter 12

Fain sat on a crate watching mice scurry about. He sighed and got to work pouncing on them and piling them up. He created a small electrified field so the others didn't get away. He didn't mind. He was on board the ship now and soon the president would too. He remembered vividly waking up in some strange woman's arms still in his animal form. She fed him some left over stew, got dressed and took him with her on board. And here he was hunting mice. He wondered if she would forget about him once he rendezvoused with his group.

He wondered how upset Tifa was, or how worried she was. If she was worried at all. He was still angry at her for the things she said. For her thoughtlessness. The Cat-dog-thing stared at a pile of fried mice and left them there. He sniffed around for more until a man in a white suit picked him up by the scruff.

" And what do we have here?" The man asked. Fain simply hung there limp. It hurt being picked up by the scruff, but there really wasn't much that could be done. The president frowned and started to walk up the stares. A large man in a green suit coughed. " Excuse me Mr. President but what exactly do you plan on doing with the cat?" A man named Heidegger asked. " I'm throwing him overboard of course. We don't need a stray on board this ship." Refus Shinra replied. Fain stared at him annoyed. But then he thought about it...

He didn't know how to swim...

"I have been informed sir, that the cat is in fact one of the sailor's brought on board to deal with the pests sir." Heidegger said as he nodded to a group of female sailors who were standing at attention but looking worried towards Fain. Refus dropped him and fain hit the metal stairs with a light plop before scurrying away to hide in the cap of some crates. Refus blinked. He continued blinking until he shook his head and went on his way with Heidegger laughing behind him. Until the president told him to shut up.

That was when Aerith picked him up. " Thank goodness." She said petting him. " Wouldn't have any idea what this ship would be like without our pest catcher huh?" She was clearly teasing him but the fact that she picked him up like she would a normal cat gave him no reason for protest. He could make out her face, Yuffie's and several of the other sailors who were not apart of her group. " Hey new girl, is that your cat-thing?" The lady he had stayed with asked. Aerith nodded and smiled. " He is. He has a habit of wondering off and following people. A silly thing... But he is very reliable." She said and set him down.

Yuffie laughed and petted him on the head not so gently. He zapped her and walked away to go back to mice hunting. Until he found Red XIII dressed in a shinra Infantryman uniform. Fain stared at him. His head and face were covered by the night visions goggle like visor and the Kevlar helmet. Barret was in a sailor suit and Cloud and Tifa were in infantryman uniforms. "Fain?" Red XIII asked looking down. Fain simply nodded and pounced on a rat. It tried to bite him but he zapped it until it stopped struggling. Fain picked it up and started to walk off towards his pest pile not carrying for the rodent's nasty taste. He preferred Mu.

Tifa walked over and looked at him but not for long. He dashed of and began hunting again. " He is a busy little thing. I never seen a cat that can use electricity." Tifa said. She said. The lady who had kept him in her barracks last night looked a little squeamish. " Neither did I." She said and than jumped when their superior started to yell at them to get to work. The ship was leaving. Fain watched the cargo rooms landing ramp start to rise and eventually lock into place one it was fully risen. 'How long are you going to make her worry?' Aerith asked him while he watched her swab the deck of the cargo room. 'Until we make port and get to an Inn. Stay low for now, don't get caught.' Fain replied. He could feel Aerith giggling as he found something bigger than a rat. It was something similar to the 'Hedgehog Pies' creatures. He still fried it. 'Yes mom!' Aerith said through their connection. Fain sighed. 'Do any of you have my clothes with you?' Fain asked. Again Aerith giggled. 'Maybe.' She replied.

Fain didn't ask any further. She was going to tease him. Mostly due to his bitterness towards Tifa. Fain sighed and went on ridding the ship of pests... Until he heard the alarm go off. He covered his ears still hearing the loudspeaker boom an intruder alert. He wanted to go check up on the others and immediately reached out to Aerith. But someone picked him up. The female sailor he spent the night with. She was carrying him and running off to her sleeping quarters where several others were. She locked her door just in time to start hearing people's death screams. Fain squirmed. He didn't want to shock this lady or any of her peers but he had to go. He needed to be along side the others. He needed to help them!

She finally let go and he started to claw at the door. "I'm sorry fuzzy, but I can't let you out their. Some guy with a sword is killing people!" the sailor said in a shaky voice. Fain looked around to see a vent. But then he felt HIM. Sephiroth. Fain sat in the middle of the room on his haunches and blocked the mad man from entering the room. He could feel him sneering. He wanted to exterminate everyone on the ship. With a few exceptions. 'I will not let you!' Fain mentally yelled at him. He was somehow able to repulse the swordsman from entering the room. He was trying to phase through, but Fain blocked him. He slashed at Fain's barrier but his sword met steel and this steel was NOT going to allow him to cut through like others would.

'Well played. You can keep your rats then. I have other things I can toy with.' Sephiroth said smiling. Fain started to expand his barrier beyond the room. Sephiroth slashed at it but where it was not attached to metal the barrier seemed to ignore him, like it existed but also did not exist. Like he was slashing at vapor. 'I could trap you in here if I wanted. That much I KNOW I can do.' Fain warned. Sephiroth took the hint 'This isn't over runt.' Sephiroth said calmly before leaving the ship. With that Fain's magic included the entire ship. He could feel every living thing and every dead thing.

And there was A LOT of dead things on board now. And they were not among his pest pile. 'Did you?..." Aerith began to ask after reaching out to him. He gave her a mental nod. He yawned and fell asleep after that, feeling his energy drain. The mad man was testing his barrier and Fain was happy to see that it held strong. But it made him very tired keeping it up. He curled up and fell asleep. It seemed easier to maintain the barrier that way.

"You fool!" Sage said as fain appeared in astro projected form. Fain panicked. "Relax. I can't believe you pulled that off lad! You are something you fool!" Sage said and sat next to him not paying any of the women behind him any mind. "So, am I going to die keeping this up?" Fain asked. Sage shook his head. " Not so long as you remember to wake up and eat. The barrier will hold with or without you trying now. You put all your energy into it so it isn't going anywhere any time soon. Don't worry. However you made a real inconvenience for a certain white hared swordsman." Sage said laughing. " Later on I will teach you the finer points of using the different kinds of Aegises." Sage waved farewell and left.

It was the next day that Aerith came to check up on everyone who survived and inform them that the threat has left. She made it a point to wake Fain up and make him eat. The dead bodies where laid down in the cargo hold where only Fain was now allowed to go. They were to be sent to their families so they could bury them.

There were a lot of dead bodies. And rats that wanted a piece of them. And Fain was taking care of that. Yuffie was still hiding in the cargo hold so he decided to give her a tranquilizer to help her with the sea sickness. Apparently she had motion sickness, and she had it bad! She petted him and laid down. "Thanks Fain." She whispered. And laid down to rest. Fain checked up on her now and again to make sure no pests were bothering her. Otherwise he enjoyed the day of killing things and ridding the ship of unwanted varmints.

It was the next morning that they arrived in Costa Del Sol. Fain made himself scarce so the sailor lady who was keen on making him her pet would loose track of him. He removed the barrier once they made port and left while she wasn't looking. They going to stay at the INN until Yuffie came back after 'scouting' with a wide grin and a deed to a beach house. And not just ANY beach house, the Shinra Villa of all things. Everyone stared at her. She had Fain's feather in her hair and a pair of dice. She had gambled with a little money until she won 300,000 gil. " Hey Cloud, We have a place to stay!" Yuffie said with a wide smile. Cloud checked the pooled amount of Gil they all had. It hadn't dropped... Fortunately. It only increased by 2,500 gil.

"How exactly did you get that?" Cloud asked while Fain sat next to a crate that was outside of a bar. "Oh, I used your share of the money and Fain's feather and played some dice. I kept on winning and the guy kept on trying to cheat... SO when I threatened to expose him he offered the deed and to give me twice what I put in plus a little extra." Yuffie said playing with the feather in her hair. "I have to say, Fain's feather isn't like normal Chocobo feathers. His REALLY boosts your luck!"

Cloud looked at her annoyed. " Be sure to give it back to him next time you see him." Cloud said taking the deed from Yuffie. "Hey!" Yuffie called out pouting. "I won that!" Cloud shrugged. " With my money. And Fain's feather. We are taking a week to get organized so go enjoy yourself now because we are bushing forward after this."

And with that they renamed the villa that the president one owned Cloud's Villa. Since no one could come up with a better name anyways. Fain was just happy that Aerith left his clothes on a bed. He hopped up on the bed in his animal form. Tifa was in the room talking to Cloud. She was facing away from him so he decided to transform and get dressed. " He still isn't here yet. I'm starting to get more worried." Tifa said Cloud simply shrugged. " Tifa, I am not going to try and make you worry less but I will point out, that kid was really mad at you." Cloud said firmly with his arms crossed. " And I have to side with him on that one. What you said wasn't cool at all." Tifa sighed. "Fine I'll apologize when I see him."

Cloud smirked. " Then you can start right now." Cloud said nodding towards Fain's direction one the kid got his pants on. Tifa at first looked at Cloud as if he was weird. There wasn't anything in that direction except a cat thing that was snuggling up in Fain's clothes. It was after he left and Tifa turned around to find the cat thing gone and Fain just getting his tunic on that she understood what was going on. Fain tied his coat to his waist, started to put his socks on and sighed. His hat had dried out and now was stiff and yellowed. This was a good thing. But he was sighing because Yuffie still had his feather.

"Fain I..." Tifa began but stopped and sat on the bed. She sighed. " I'm sorry. I wasn't thinking about how insensitive I was coming off. Or how you would feel." She said and received a glare when she tried to approach him. " The least you could do is not hug up on me or pet me." Fain said rather annoyed. " Appology excepted. However I am still offended that you thought it was a great idea to tie a bag to my tail or socks to my feet while I was in my feral form."

Tifa opened her mouth wide eyed. No words game out but the cat-dog boy started to groom his tail. " Don't ask me how I ended up in that form or in Junon but I did. I thought it was part of a dream. But I woke up the size of a cat on all fours and as an animal. I was just happy that I could still use my magic." Fain said and yelped when Tifa did a tackle hug. Fain tried to at least get his head out and above her chest before he stopped struggling. He just sat their on the bed with her limp and letting her hug him. It was useless trying to get away so he guessed it would probably be better if he hugged her back. He was still mad at her... But he did care about her.

Eventually he got her to let go after he started to squirm. He scooted away and sat on another part of the bed watching her. " I think I understand now. Your name and why you chose it. But you don't have to be a stray Fain." Tifa said. Looking at him worried. He shrugged. " I don't particularly want to be owned by just one person nor do I want to claim one person as mine. You are a friend even though you act like my mom half the time. So you claimed me as that younger kid that you care about and I claimed you as that woman that I know cares about me and that I care about. Cloud and Barret claim me as a member of their fighting force and recognize my important for my ability to use magic. Red and I claim each other as rivals. Aerith... I'm not exactly sure how to explain how we claim each other. But I know we do. I look up to her for her wisdom and greater understanding of things. And she understands what I am and how I feel even when I don't say anything. It can kinda be awkward sometimes because I feel like she sees right through me..."

"And You already know how Yuffie claims me. Kinda. She says I'm her boyfriend and that she is my girlfriend but I am not sure how I feel about that other then that if she starts petting my head again I am liable to fight whatever hand she uses. Or zap her. Which ever comes to mind..." Fain said and laughed. " I like her though so I'll gladly claim her and let her do so to. And then there are the people in Midgar of coarse. Some who claim me and I want nothing to do with and others I worry for because they are my humans that I worry about. And then there is that female sailor I think I need to say hello to and a farewell for now. She took me out of the rain, fed me... Although I wished she didn't use me like a stuffed animal when she fell asleep..." At this his face was turning very red.

" I feel like I shouldn't make her worry." Fain said smiling. Tifa looked at him and smiled. " Your eyes have changed. I always thought they were a bit more... Hmmm A colder shade of yellow... But now they look like a warm honey color." She said and then giggled. " So Fain is a stray just claiming all sorts of people as his and letting others do the same." Fain looked away still blushing. " So I don't really have a true owner. And because I don't really have a relationship with anyone that is the same." Fain said simply.

Tifa was now staring at him with a look of annoyance. " Wait, you were in bed with some strange woman?" She asked accusingly. Fain's ears flattened. " It isn't like I had a choice! If I tried to get away she would have woke up... And I was in a sleeping quarters that she was sharing with another sailor so..." Fain said but trailed off realizing he was not making things better. " I didn't try to look or feel her up or anything..." Tifa just gave him a stern look before ruffling his hair. " Don't start becoming a perv." She said. Fain looked at her annoyed. " Then stop trying to suffocate me with your boobs every time you want to hug me. It is really awkward you know!"

Tifa opened her mouth to say anything but closed it and then gave him an annoyed look. " It isn't my fault you are so short you know!" She said bluntly. Fain looked at her a little annoyed. " I'm still growing and right now is because you caught me while I was sitting." Fain countered as he stood up. Tifa stood up and was surprised. In a short time Fain had managed to grow to just being under her height. He nearly was looking her in the eyes.

Fain smiled. "So stop try to smother me and treat me like I'm still a shorty!" Fain said. Tifa pushed him on the bet and pulled one of his boots off. She frowned. There was nothing but his foot and socks that had been in it. Tifa sighed. He must have grown due to his shape shifting magic. : You should go buy bathing trunks and summer clothes. You are going to be really hot in those clothes." Tifa said still annoyed. He was going to be taller than her! She thought about it for a moment. Maybe she didn't notice. He was still Yuffie's height... She sighed. Was she shrinking?

Fain waved that he was leaving and put his hat on. And for the love of all that was good, she was right! He was sweating once he stepped out of the air conditioned villa. It was hot outside. The first thing he did was equip his bangle and materia and dequipped his coat. People were staring at him because his tail was exposed for the world to see but that was how things were. That was when he pumped into a blond female sailor. Immediately he recognized her from her scent. "Oh, excuse me." He said and got a look at her face. She was a bit taller than him. Something he hadn't notices because he was the size of a cat. Everyone was a giant when he was like that. He blue eyes looked down to see his honey yellow eyes. He smiled. " Would you mind having lunch with me?" He asked. The lady sailor nodded.

She stared at him as they sat at the table of a restaurant underneath an umbrella. He had laid his hat down on the table and was happily eating a meat and cheese sandwich with tomatoes and lettuce. More imported veggies from the Northern continent apparently. " So you are... ? " She began to ask. Fain smiled and happily swished his tail back and forth. " Fain. My name is Fain." He said and continued eating. He liked this sandwich. The woman stared up at his ears. " And you were that... Cat?" She asked. Fain cocked his head. " Well, I guess. I don't consider myself part cat or dog or anything like that. But I'm not sure exactly what I am specifically. Ark is what I have been told." He said.

The woman was now blushing. " And you were watching me..." She trailed off. Fain dropped his sandwich onto his plate with his hands still held as if he was holding it. " Uh... Some... You just suddenly started getting undressed and when I realized I started to try to find something else to pay attention to..." He said and was blushing and now looking away while he folded his arms on top of the table after pushing his sandwich and drink out of the way. "How much did you see?" She asked making the kid feel VERY uncomfortable. "You unhooking your bra before I could look away." He said feeling ashamed. His ears were now flat.

There was an awkward silence where they sat there one gazing with a hard to read face while the other looked sheepish and guilty. She stared at him, reached over the table and patted his head. " You aren't a bad mouse catcher. But I guess I can't keep you. Thanks for coming to say good bye." She said. Fain looked at her surprised. " No... Just farewell for now." He said trying to correct her. But the look on her face said she didn't really want to see him again. She left him there sitting in silence. That was when Yuffie showed up. " So. Is it alright if I have her food? She didn't touch any of it." She asked. Fain looked up at her. She just smiled, but for once he felt like maybe she understood how he felt. He began to wonder when she threw a small piece of ice at his nose. She simply smiled and laughed. " Stop thinking." She said and started to eat the sailor's untouched sandwich.

The ninja girl ate with him and later took him clothes shopping where she had him help her pick out a swim suit that would make her look cute.


	13. Chapter 13

Being dragged around wasn't fun. Being dragged around in the heat was even less so. Fain was sure he would have passed out if he had worn his coat. He needed to get into some clothes that were cooler. And maybe drink some water. Yuffie looked at him after half an hour. " Where are you from anyway? The Northern continent?" Yuffie asked joking. She knew his 'story' already. But maybe that was close to the truth. Maybe Terra was like the frozen continent? " I live in Migar for a while. It was pretty cool in the slums." Fain said and walked into an air conditioned beach shop. He sat on a bench near the changing room. Yuffie was looking through racks of bathing suites. "This one is too small... Ehhhh, This one looks like it would fit Tifa!" Yuffie said.

Fain blinked and looked at her... " Are those some kind of underwear?" He asked remembering walking into a clothes shop once. A girl had dragged him towards the women's department thinking he was also a girl because of how long his hair was. Yuffie looked at him and started to laugh when she realized he was being serious. " You haven't noticed the other women walking around in bathing suites?" Yuffie asked. Fain blinked then looked around. Sure enough their were women who were practically naked. His face started to turn red. He looked at Yuffie with a mixture of surprise and confusion. Yuffie looked at him at first as shocked as he was then smiled widely. Fain apparently, was incredibly naïve.

" They are practically naked!" Fain said trying not to look. Yuffie covered her mouth to keep herself from bursting out laughing. She started tearing. Fain just looked at her with concern. " They are suppose to look like that. Are you going to go swimming fully clothed?" She asked. Fain shook his head. " I... Can't swim." Fain said looking away sheepishly. Yuffie's smile faded into mild surprise. " Oh." Yuffie said and sat next to him " I guess they didn't have pools or anything in Midgar huh?" She asked. Fain scrunched his nose. " None that I would want to bathe in." He said shuddering. He then thought about the waterfall and the small canal that was mostly clean water near Aerith's house. He wasn't sure if he wanted bathe in that either.

Yuffie patted him on the back. " WELL, we can always try to learn while we are here right? I mean, you could also work on a tan too! You are really really pale!" She said teasing him. Yuffie then started to pick out some bathing suites. "What do you think of this one?" She asked. Fain cocked his head to the side. He tried imagining her wearing the the green two piece bikini. He started to turn red. Yuffie punched him in the arm. " Oh come on! What, you want me in a..." She began to say but put the set back and went over to a rack. She picked something that was white and dark green and holding it in front of her in a mirror. She nodded and went into the changing room. She came back wearing a one piece that was mostly white, but had a big green triangle on her chest. It was a bit open in the front to be slightly revealing but otherwise...

Fain looked at her and cocked his head to the sighed. He smiled after a brief moment. " Looks good." He said happily. Yuffie punched him in the arm. " I would rather be wearing a two piece you know! " She mumbled before paying at the counter and simply putting her clothes over her swim suite. " Now for you." Yuffie said and frowned at him. " Why are you so prudish? No wonder your dying in the heat!" Se said and started dragging him off to look at t-shirts and bathing trunks. People were staring at him. One such person, a very tan woman with dark hair walked up to them. " Hey girly, why is your little friend wearing a tail? Isn't she a bit old for that?" The lady asked.

Fain swished his tail and turned to see who was talking about him. Was it because his hat? He looked up at the lady and started to turn red before looking down at her feet. "First off, HE is not wearing a tail. He was born with it,. Second, isn't he cute?" She asked hugging him close. Fain felt like something was going on that he didn't quite understand. The lady had a 'what the heck?' look on her face. He then noticed that Yuffie had knocked his hat off. Well, it wasn't like people didn't get the chance to seem him without it already right? His ears twitched.

He looked at Yuffies face which made him feel like she was a cat challenging another female to try to take her male away from her. He looked between the two still confused. " Hey Yuffie, who's your friend?" Tiffa asked wearing what looked like a blue sports bra and a pair of swinging trunks. The lady turned around to see Tifa with Aerith not too far behind her wearing a teal halter top and a high wasted bottom. She had was busy wrapping some kind of skirt around her waste. It was a red cover up dress. The lady took one look at Tifa and left. Yuffie laughed. " Oh, someone who thought my boyfriend was a girl wearing a tail." She said.

Aerith circled around Fain. " You know, he does if you aren't paying attention. He also looks like he's going to die once it gets too noon all covered up like that." Aerith said. Yuffie sighed. " I'm working on that. Yeesh. So, I take it you two can't swim either?" She asked hinting to them that Fain can't swim. Tifa laughed. " I'm actually pretty decent at it." Tifa said confidently. Aerith shrugged. " Well, there is a river running by my house that I practiced in. It wasn't contaminated in sewage or anything so I was allowed to go swimming in it when I was a kid." Aerith said. She looked at Fain surprised. " I bet it was because he was trying to hide what he is that he never learned!" Tifa said smiling smugly.

Yuffie sighed. "Hmmm." She walked over and to a rack of swimming trunks and grabbed a pair of blue ones. She walked over behind him and wrapped them around his waist. " Nope, too big." Tifa said. Fain turned around. " Hey!" He called out. Tifa grabbed another pair that were also blue but ad a shark tooth design on one of the legs. She did the same as Yuffie. Yuffie took a glance and nodded. " That looks right. Now for shirts." She said. Fain looked at them all with slight annoyance. " I got this one then." He said and grabbed a large shirt and wiggled into it. It was a large white shirt with red stripes across the chest that looked like it would fit Barret. All three women shook their heads simultaneously. " Uh... No." Yuffie said and chose a shirt that was a size small. "Fain, you really are use to wearing oversized clothes aren't you?" Tifa asked.

The cat-dog boy simply looked away with his ears flat before nodding. He had kinda grown up pretty poor. Yuffie came behind him and 'pinned' the shirt against the front of his shoulders. " That looks better." Aerith said. Fain looked at the two adult women annoyed and felt embarrassed. " Hey, don't feel bad. Most of Midgar slums were in poverty!" Tifa said only receiving a glare from the kid. Yuffie just hugged him happily before pushing him and directing him towards a changing room. " Get changed, I want to see what you look like!" She said and closed the door to the changing room. Tifa pulled her away. " No peeking." Tifa said when she noticed Yuffie trying.

Fain came back wearing the pair of shorts with the shirt rust covering the front of his waistline. His tail was poking out from the tail of his shirt and was pushing his the back of his shorts down slightly. Tifa looked down at his feet and shook her head. " You can't wear boots at the beach dude." She said not believing him. Fain sighed. " I down have sneakers." He replied. Aerith and Tifa dead panned. Yuffie simply sighed. " Fain, look at their feet." Yuffie said.

Fain pulled the gloves off of his hands and gave her a look of concern. Yuffie scratched her head on this one. His feet were probably like his hands, somewhat beat like in appearance but mostly human. And that was the case when Tifa made him wear sandals. Yuffie seemed fascinated that he could have both claws and nails at the same time. "Those must be a pain to trim!" She said. Fain nodded smiling wryly. " They are." He said and blushed when she hooked her arm around his. Cloud was wearing dark purple swimming trunks with a yellow sleepless shirt. He took one look at Fain and shook his head. " Loose the wizard hat kid." Cloud said and went to go find Barret. Red XIII seemed more than happy sitting in the shade and passing a ball around with some small children.

Aerith thought about something for a bit then left their group to let them walk down the boardwalk. She came back soon swapping Fain's grass hat for a straw hat. "There!" She said and frowned when she looked at his skin. Yuffie nodded smiling and knowing what she was thinking. Fain was going to BURN. Aerith shook her head. " Fain, I think you need to should take care of this one. It has been fun!" She said and waved. Tifa simply laughed and followed Aerith. Yuffie sighed. " Come on boyfriend. " Yuffie said feeling like she was taking care of a child. Fain was incredibly naive about certain things.

Yuffie took Fain to a pharmacy that was located along the boardwalk. Another very tanned woman with black hair but wearing a white lab coat took one look at him and knew just what he needed. " You two can wait right there while I look for some in the back." The lady said. Fain nodded feeling a bit lost as to what exactly was going on. He started looking around at some of the shelves. " Hey Yuffie, what are these for?" Fain asked pointing at some feminine products. Yuffie looked at Fain. On one hand she found his naivety and innocence kind of cute. On the other hand, his clueless-ness was kind of annoying. Yuffie shook her head and dragged him away. " Nothing you need to worry about." She said trying to avoid his eyes. " But it says here that these can be used to soak up blood. Maybe we can use them if we receive any wounds?" Fain said holding a pink box. It didn't have instructions on the box. " Fain, I'm going to wait outside. Why don't you ask the nice pharmacy lady what those are really for okay?" Yuffie said. " And the sun block."

Sh left and went outside grinning ear to ear. She felt sorry for him. She waited fifteen minutes before he finally came out with a paper back. He took one look at her and hugged her once she stood up. " I am sorry for what you have to go through on a monthly basis." Fain said and walked away. Yuffie stood their with a blank face. He genuinely and sincerely meant that. " HEY! Wait, what exactly did she tell you?" Yuffie called out in disbelief. It turned out that Fain knew less about the outside world than he did about things concerning life. " Yuffie, I know what mating is, I'm not that dumb." He said calmly as he carried the bag full of battles of sunblock.

Yuffie stared at him in disbelief. " That isn't exactly what it is called... But okay?" She said and continued to walk beside him. " What exactly do you know?" Fain sighed and gave her the whole run down up until how babies were mad and born and a little afterward. He had to stop and explain a few medical terms to her as well. " Umm... How did you learn all this?" She asked. Fain stopped in front of a slushy shop to set the bag down before he summoned a large stack of medical books. And then another. And another. Fain smiled. " I use to read a lot of these as a kid." He said wagging his tail happily. " Once I learned how to read anyways." He 'dequipped' the books and grabbed the bag of sunblock before going on. Yuffie couldn't believe him. " Why do you have those?" She asked not believing him. Fain cocked his head to the side. " So I could take care of myself. I'm not exactly confident about setting my own bones, but I know how to but my shoulder back in case it is dislocated. Or how I should stitch a wound." He said happily.

Yuffie couldn't believe him. " So you knew about... That stuff already?" She asked cringing. He thought about it. " Well... I didn't exactly understand it all." Fain said calmly. Yuffie stared at him. " Then why are you getting all embarrassed about seeing some girl's boobs? Even when their covered up?" Yuffie asked. Fain didn't look her in the eye when she got in front of him. "Well... ummm... Because... They don't... Show those... Ummm... Things..." Fain stammered turning red and sheepishly looking away. Yuffie sighed. She chose a weird boyfriend. She laughed and hugged him.

Eventually him and Yuffie made their way to the beach. Fain went rigid. Right there, laying in a lounge chair and still wearing a lab coat was Professor Hojo. Yuffie looked between him and the sickly looking man. " Do you know him?" Yuffie asked. The man looked up to see Fain. " Ah, Subject 039346!" The scientist said looking surprised. He quickly frowned severely at him. " You disappointed me with your lack of cooperation." Yuffie looked between Fain and Hojo. Fain's stiff and bristling tail told her this man was not a friend of his. The fact that he was baring his fangs in a snarl helped a bit more as Fain growled. " What are you doing here?" He asked. Hojo shrugged. " I am on vacation. I'm afraid I don't have time for you right now. As interesting of an experiment as you were, and as eager as I was to learn what I could from you I would rather relax and work on my tan. Be happy that I still consider you a worthy specimen if ever I find you in my lab again. Ta ta for now." Hojo shooed him away.

The boy was shaking with rage and a bit of fear. Yuffie sat under an umbrella with him. " Who was that creep Fain?" She asked. Fain was still shaking. She opened the bag that had sun black in it. " He was a man who was fond of making me suffer in the name of science." Fain finally said after calming down. " He liked nothing more than showing me how gruesome his other experiments were. He likes seeing what conditions I could survive in. Extreme heat, extreme cold. Various toxins. I was the reason Aerith wasn't his main focus when we were captured. He had me in a holo-deck pitting me against anything and everything to see what would kill me."

Yuffie patted him on the back. "Well, I won't let you go back to that lab okay? So no worries." She said smiling. " Now start rubbing in that sunscreen, I want to at least teach you how to doggy paddle!" Fain glared at her. " Hardy har har." He said annoyed. He probably would end up doggy paddling. He didn't exactly enjoy having water in his ears. " Oh, and after your done your welcome to rub sun block on me." Yuffie said teasingly but gave him a wink.

That day was spent with Fain and Barret being the two males on the beach most stared at. Fain because he was an Ark and Barret because... Well, He was wearing a sailor suit and sporting guns that no one could rival. And not the guns that shot bullets either. Yuffie had her work cut out for her. Fain seemed to have no natural gift with swimming. He quickly learned not to try to breath underwater and to hold his breath under water, but he was not doing so well with dreading water. And then there were the dozens of girls that wanted to pet him. The first day at Costa del Sol was an interesting one... But not exactly fun.

Perhaps the thing that Fain enjoyed the most was the cook out. Barret was grilling kabobs for everyone. Yuffie laughed as Red XIII and Fain both started to drool as they smelt the meat. "Thank you for the food!" Fain chimed once he received his plate and immediately started to chow down, swatting Yuffie away when she tried to still one of his kabobs. Aerith smiled at the two but walked over to Yuffie. " Hey, can we talk?" Aerith asked. Fain looked up from his food to give them both an inquisitive look, wondering what was going on. Yuffie considered her elder. She nodded and followed Aerith upstairs to the bedrooms. "I want to know how you and Fain are working out." Aerith said once they were behind closed doors.

Yuffie Blinked and considered the woman who was now sitting on the bed across from her. Yuffie smiled. " He's starting to trust me more and he hugged me... Even if he was just showing me pitty... I think he is opening up to me." Yuffie said happily. Aerith nodded but had an expression that was hard to read. The moon was rising behind her, seen from sliding glass doors that lead to a balcony. " And how do you feel about him? How do you REALLY feel about him?" Aerith asked. Yuffie smiled wryly. " I like him. I wanted to say I loved him the first moment I saw him. I kinda still do. But I see that he's... Not exactly what I expected. I mean, I thought he was a scythe wielding magical bad ass. And that he was cute with his tail and ears." Yuffie said. She looked away.

"Well, he's not. I mean, maybe he is on his way... But I'm guess I'm starting to get to know this Fain who's a person. Today I really thought he was a naive and innocent idiot. But I quickly realize that isn't it. He's really smart. A bit of a prude though... No offense." She said catching a look from Aerith. " But really, I'm starting to understand that he has really been struggling with surviving. We met that Hojo person on our way here..."

Aerith looked at Yuffie with the same difficult to read expression. " Part of me wants to pick at him, or slap him for being a dummy sometimes. Another part of me wants to hug him and drag him around to have fun. Really, I want to get to know him more. I can tell he was never to close to humans before." Yuffie said then smiled. " And I want him to still keep on being cool like when I first met him. Although I have a feeling he isn't as strong as he tries to make himself out to be."

Aerith smiled at Yuffie warmly. " Please just take good care of him." She said and sighed. " Can you send him up? I want to talk with him too." Yuffie sighed. " Trying to be the big sister huh?" Yuffie asked and started to walk away. "No. I owe Fain allot for trying to protect me. And I realize more for suffering for me. I don't want him to be hurt more if he doesn't have to be." Aerith Said calmly and firmly. Yuffie turned back to look at Aerith's determined face. Yuffie laughed. " Good luck with that. But don't worry, I won't dare do anything to hurt my boyfriend unless he need a good and swift kick to his furry tailed rear." Yuffie said and left. The smile quickly faded when as she thought about what Aerith had said. What she had said...

Yuffie sighed. "Hey Fain, can you take a plate of dinner up to Aerith? She isn't feeling well." Yuffie said. Cloud and Tifa stood up looking concerned. " I'm sorry guys, are either of you the pointy eared and bushy tailed boy that runs around with a scythe?" Yuffie said giving a plate to Fain and a swift kick to the rear to send him off quickly. She made sure it wasn't to hard though. " In other words she wants to talk to him alone." Barret said gruffly as he turned over some hot dogs. Yuffie smiled wryly. " Yeah..." She said looking away sheepish when Tifa And Cloud glared at her.

Aerith sat on the bed watching the moon rise. Fain stopped at the women's bedroom and knocked on the door frame. " House keeping!" Fain chimed and waited to be allowed in. Aerith giggled. " Where is your apron?" She asked as Fain set up a small tv table for her to eat dinner on. " Need anything else?" Fain asked. Aerith patted the bed next to her, wanting him to have a seat. " Fain, I'm sorry you got caught in that mess for being involved with me." She said after a while of gingerly chewing on her food. "Then don't say another word. I don't need your sorrys, or your feeling bad for me. I'm happy that you do... But I'm also happy I helped. Please don't take that away from me." Fain said cutting Aerith off from saying more. She looked at him shocked. " I guess I'm done just being content with surviving. I am a guardian after all. There are things I have to do. And I'm glad you care for me. I am glad anyone cares about me. You don't know how happy that makes me feel."

Fain smiled and let his tail wag back and forth. " I haven't had the easiest life. Beaten, shot at, cut and stabbed. Sometimes people would even use magic against me. Or bombs." Fain said. " Worse were the people who pretended they were my friends. But... I would like to think I am over that. At least... That I am on my way to that... But I know, Hojo's lab wasn't exactly a place I wanted to be back at ever again. Ever again... But, I got to help... At least a little. So, don't feel sorry. I'm glad I could have helped, even a little." Fain said and let a small ember of fire glow in his hands. " To be honest, I thought at first I did not want to be close to humans... That's a lie though. I wanted to be in a home where I could wake up to a family and be loved. To be hugged and to hug someone and just eat at a table. I didn't care if they were even like me... But I was always to afraid get close to anyone for that."  
Aerith looked down at her food. " I'm a stray. That is what my name means. Fain means Stray. And I want you to know that I claim you as one of my humans. I will fight however much I have to to make sure no one takes my humans away... And I'll claim Red too... Whatever the heck he is... Who else am I going to give a hard time? Barret scares me and Cloud isn't really fun. All of you are mine and I am yours. That is how it is. So let me fight fang and claw if I must. Because I want something dear to me. And I want to protect what is dear to me." Fain said.

Aerith sighed and giggled before petting his head. " You have a weird way of putting it, Fain." She said smiling. " I just have one question. She said and looked around to see if anyone was listening. Fain twitched his ears and nodded that they wouldn't be over heard. " Are you willing to share me with anyone?" She asked and giggled softly. " Like Cloud?" Fain frowned and crossed his arms looking away. " If I have to. I won't mind. Shinra can't have you or anyone other creeps." Fain said. Fain tensed up slightly but softened when Aerith hugged him and kissed him on the forehead. " Thank you." She said and ruffled his hair. " Now go down and keep Yuffie in line. She might try to steal something if we aren't to careful." Aerith joked. She waved to Fain and watched the rising moon as it finished rising above the ocean and continued its ascent.


	14. Chapter 14

Fain woke up early and wrote a note that he would be on the beach doing some training. It was just before dawn when he reached out for Sage. " You ready to begin training on Aegises?" Sage asked. Fain shook his head. " Not yet. I want to learn some unarmed hand to hand combat." Fain said calmly. Sage chuckled. " No. I can't help you there." Sage said and cackled like an old man when he saw Fain's look of disappointment. "I know someone who can. But he is a tough one. Mean as a snake. Sarrow!"

Fain watched as a the wind suddenly started to blow and sand whipped around them. A man wearing a brown wool poncho and a dark gray leather cowboy hat appeared before them. " Good luck with you." Sage said leaving. Fain looked the man up and down. Besides the hat and poncho, he was wearing regular pants, a bandolier around his waist with two revolvers holstered in them, boots that came up to his the middle of his shin and a long sleeve cotton shirt. He had a piece of wheat in his mouth. The man stared at Fain and flicked his tail. It was black and more obviously canine than Fain's. " What do you want boy?" The man asked gruffly, also looking Fain over. " To learn how to fight unarmed." Fain said.

The man who's name was Sarrow glared at him. " What's wrong with Beanna and her scythe training? Not enough?" Sarrow asked almost yelling. Fain shook his head. " I won't always have access to my scythe. Unlike materia from this world, I can't... At least I don't think I can learn magic the same way from materia of our world. So I want to be able to know how to fight without a weapon." Fain said. The Man's yellow eyes sized Fain up in a brief moment. " Idiot. Never fight without a weapon if you can help it." Sarrow said and swung and hit Fain in the cheek. Fain almost fell to the ground. But he stopped himself and regained his balance. He's been hit before. " At least you got that much. Get ready. I don't have time to waste on a yellow bellied coward. Fight me!" Sarrow yelled. And Fain's morning was spent mostly being beat up by the spirit of some hick cowboy that died a long time ago. People were starting to come down to the beach. Fain spat out some blood.

" Can we take this somewhere else? If we keep this up people are going to think I'm crazy." Fain said. Sarrow simply spat at the dirt and snarled. "Fine." He said and followed Fain out of town. Once they were out of sight Fain ate a some bread and meat, drank some water, a potion and got ready for another few rounds of beatings. He expected this. He knew it was coming. But this was fine. Eventually Fain was laying on the ground hurting. "HOOO! You look like crap boy! Still want to get the shit beat out of you?" Sarrow jeered. Fain took in a deep breath. " Aegis." Fain said calmly and waited for his shield to dissipate and then his haste buff so only regen remained.

Fain took another potion. No one would miss them since everyone was stocking up on hi-potions now. Fain waited until he was healed enough before he stood up. " Well, well, well then. We do have ourselves a fighter! Maybe you are worth my time after all boy." Sarrow said. Fain laughed painfully. " Maybe. Not to sound insulting but I knew you were a mage." Fain said. Sarrow at first looked chocked then furious. " And what in tarnation makes you think that? Huh? Spit it out boy!" Sarrow yelled. Fain smiled. " One, you seem to respect Beanna more then any of the recent warrior guardians. Two, you use ranged weapons and a knife. That tells me that, like me, you don't have the overly destructive physical strength that Sage or Chol has...Three, you focus more on speed... Chol takes her time, but I have a strong filling she can't run as fast as you, or Beanna. Or me." Fain said. " Last but not least, you seem to use wind magic to give you an edge."

Sarrow took his hat off to reveal two black wolf ears on his head. " Well at least you have a head on your shoulders." Sarrow said cracking his neck. Fain laughed again painfully. " Well, mages can't just go around causing havoc and destruction recklessly like warriors do." Fain joked and got into his ready stance. Sarrow walked past him. " I'm done for today. Get your ass back to that villa yer stayin' at, get rest, eat a real breakfast and meet me at the beach same time. SHARP! You hear me? I am not going to waste my time on some lazy ass boy." Sarrow said as he put his hat on and disappeared.

Fain stumbled back into the villa looking terrible. " How many people did you get in a fight with kid?" Barret asked looking at Fain surprised as he cooked breakfast. Apparently Fain had come in from the kitchen door. "One Sarrow. Consecutively." Fain said as he started to count his teeth. "Huh. He didn't knock any out. That was nice of him." Barret set the cooked sausages aside. " So who is this Sarrow guy, and why the heck is he fighting you?" Barret asked loading his gun up. Fain laughed. " Sarrow is one of my predecessors and I asked him to train me. I want to learn how to fight without a weapon when I have to." Fain said. Barret looked at Fain cautiously. " You mean some ghost can do that to you?" Barret asked looking like he was worried he would end up the same way. Fain nodded. " But me and only me." Fain said calmly.

Barret unloaded the cartridge onto the counter and went back to cooking. " Why didn't you ask Tifa to train you?" Barret asked. Fain looked away. " Because then I wouldn't be able to stand up to her as an equal. Everything I would know she would know. I would be nothing more than a pupil. Even if she didn't hold back on me. I don't want that." Fain said calmly. Barret grumbled. " What is this Sarrow guy like anyways?" Barret asked. Fain chuckled and then coughed painfully. " Mean as a snake and sharp as a whip. He looks every bit like a cowboy. And honestly, I don't think an outsider could tell if he was a warrior type or a mage type guardian." Fain said. Barret smacked Fain upside the head before using and extra cure materia to heal fain. " Go get washed up before anyone sees you." Barret said and went back to cooking breakfast. Fain nodded. " Yes sir." Fain said and walked upstairs to the bathroom, locking the door behind him. He didn't need someone to walk in on him showering.

Fain came back down stares to grabbed breakfast still feeling sore. "You still look like crap still, kid." Barret said and started to cook more eggs. Fain sighed headed to the long table that was in the dinning room. Everyone was already at the table by the time he sat down to join them. " Wow Fain, when did you get hit by a bus?" Yuffie asked. Tifa looked at Fain and immediately stood up. " Who did this to you?" Tifa demanded. Fain simply started to eat. He got a few bites in before cloud grabbed his plate from him. " Well?" Cloud asked. Fain glared at him. One of his eyes were swollen and the area around them was starting to bruise. In fact, where his T-shirt and swimming trunks didn't cover up looked like he would be covered in bruises. Fain sighed. " I was training with one of my predecessors. They are able to inflict physical damage to me but not on Gaians and vise-versa." Fain said simply and grabbed his place from cloud. Aerith pretended not to be concerned while Red XIII simply snickered. Tifa looked at Fain concerned. " If you wanted to train, you could ask-" Tifa began but Fain quickly cut her off, "NO! I don't want to be trained how to fight by you guys. I want to learn from my predecessors..." Fain Said and slowly sat down. " I want to be on even footing with you guys and not just have to always rely on my magic or my scythe..."

Tifa looked at Aerith who was nibbling on a piece of toast. Yuffie simply smiled. Cloud shrugged and Tifa simply stared at Fain who stared right back at her with his remaining opened eye. " Fine." Tiffa said and sat back down. Barret came in with a plate of eggs, returned to the kitchen after setting the plate down and came back with another plate, this one with sausage links. " Boy is just trying to be a man. So let him. I have to say though, I didn't know some ghost could put a hurting on the kid let alone be such a hard ass about it." Barret said and sat down. His chair immediately started to creak in protest.

Tifa sat down then. " Fine. But I want to spar with you before we leave then." Tifa said. Yuffie jumped up. " And you are learning at least how to doggy paddle before we leave!" Yuffie said. Fain simply sighed and continued eating. He blinked when someone pored a glass of orange fluid into a glass. " What is the stuff?" Fain asked. Aerith took a sip. " "It is apparently called orange juice. It comes from trees that grow around here in groves... Although, I heard they were all brought from the north continent even though they don't grow well there. It seems there are a lot of plants and animals exported from there." Aerith said and passed Fain a jug with a picture of an orange fruit on the front. He pored himself a glass. Something about it was familiar. It had a sweet but slightly sour taste to it. "Strange." Fain said as his ears flattened. He passed the jug over to Yuffie. " Oh, we have lots of these in Wutai. As well as some yellow ones called Lemons. I can't begin to tell you how sour those are!" Yuffie said happily. Cloud was frowning. " Let me guess... They are from the Northern Continent?" Cloud asked. Yuffie simply nodded. Cloud looked at Barret. " That meat and eggs we are eating right now and what we had last night Barret?" Cloud asked. Barret gave it some thought. " All imported. Seems there is an agriculture company that works along side Shinra that imports a lot of food. Animals, plants. You name it. Shinra doesn't try to shit them down because they have no standing military. They use local militias to defend crops and livestock and that's it." Barret said.

Yuffie looked surprised. Everyone actually. "Why doesn't Shinra buy them out?" Tifa asked. Barret gave it some thought. " Small company. What's the point? I doubt Shinra would be too interested. They have been slowly flooding the market with food goods, so I doubt Shinra can complain that people aren't starving lie they use to." Barret replied. Cloud thought about it. He looked at the jug once he got a hold of it. " The plastic is made by a Shinra operated factory, but the food is grown and processed by a company called Farmer's Mart. Strange logo too. It's half a snowflake with half a white circle connected to it. Weird." Cloud said.

Fain thought about it. " It is probably things from my world brought over. Maybe..." Fain said when he got the jug back. " After all, Terra is a planet with her surface frozen over." Aerith paused from eating her sausage. " Why would another planet do that? Bring other living things to live on this planet?" She asked. Fain gave it some thought. " Probably to help cultivate Gaia... Maybe Terra thinks that creatures and plants from her would help replenish the life stream here as well as serve as food for Gaia's people..." Fain suggested. Yuffie put her fork down. " You mean I am eating an alien?" She asked looking appalled. Fain gave it some thought. " I guess. It would be like me eating Mu's or the Neros. I never gave it any thought that I was eating aliens. They were quite tasty though." Fain said.

Red XIII looked at Fain who happily ate his food and then the humans who looked like they were all about to stop eating. " I doubt they can really be considered alien anymore. And besides, food is food." The beast said and continued to eat his sausages. Yuffie looked at everyone. " This just feels weird." She said and went back to eating. Tifa closed her eyes and sighed. " So all this time... I was feeding my customers..." She said trailing off. Fain looked at the humans as if they were strange. " I think they are more apart of this world then the other. Maybe they came from Terra originally, but I think they are born and bred from here." Fain said, trying to make them all feel better. " I'm still eating alien stuff..." Yuffie whined. Fain elbowed her playfully. " But isn't it so good?" Fain chimed. Yuffie stared at him. " Come to think of it, Your an alien too." She said. Fain frowned and gave it some thought. "I guess so. But you chose me to be your boyfriend. So I guess I'm Mr. Alien to you huh?" Fain asked.

Yuffie stared at him with a baffled face before slowly grinning and begging to laugh. She fell out of her chair and continued to laugh. " Oh... Gaia... My boyfriends an alien! HA HA HA HA!" Yuffie yelled and continued her fit of laughing. Cloud and Barret stared at her. Aerith and Tifa exchanged a glance. Fain just sighed and swiped one of her sausages that she hadn't finished eating. Eventually Yuffie got back in her chair and swiped one of his half eaten sausages. Aerith giggled at their antics but didn't say a thing.

The rest of the day was filled with Yuffie trying to teach him how to swim. Eventually he managed to be able to keep his head above water so doggy paddling became easier. He just had to kick and 'claw.' Kind of. That said, Yuffie made it a point to show that their were faster ways if swimming. And that she could dive. Fain, naturally could not dive because of his ears... Which needed to stay above water... Getting tired, Fain told her that he was going to relax and maybe start a betting booth. She wanted to go shopping with Aerith and Tifa anyways.

It was very simple. Fain had four silver coins. He flipped them all at once. People who wanted to win the bet would have to guess how many would land on what side. Fain made it a point that one side was obviously heads and one was 'tails'. No one seamed to have any luck with the bets. Fain Maybe it was because he was wearing his chocobo feather in his straw hat? Probably. It was mid afternoon before he saw Aerith, Tifa, and Yuffie again. " Fain! We need you to be the judge. Who looks better?" Yuffie asked now wearing a two piece bikini set. " Cloud and Barret are too busy and Red XIII doesn't care." Tifa said. Fain looked at them all, his face turning red. " Ummm. I can't. It isn't exactly fair if I do." Fain said. Yuffie pouted. " Why not?" She asked folding her arms over her chest.

"Girlfriend, lady who looks after me, and the nice lady who understands me and my situation the most. I'm not going to risk alienating any of you." Fain said and then looked at the towel he was sitting on. " How about this. Place your bets to see who wins, okay? Maximum you can place is 10 gil. So far the Jackpot is 3,500 gil. " Fain said. " Four coins, guess what side they'll land." Tifa looked between Yuffie and Aerith. They all agreed.  
" All Heads." Tifa said.  
"Three heads." Aerith said.  
"All tails!" Yuffie chirped happily.  
"Two head, two tails." A woman said holding up a 10 gil coin. She had shoulder length wavy red hair, brown eyes and a yellow and white swim suite on. Fain blinked. " Well alright then." He said and stacked the four coins on his thumb before flipping them. "Tails, tails, heads, heads! And today we have a winner! To the nice red headed lady." Fain said and handed her the jar and 30 gil. The lady giggled. " Well, thank you." She said and gave Fain a wink before leaving. Fain blushed and looked away. She was obviously around Tifa and Aerith's age.

Yuffie and Tifa glared at Fain who smiled sheepishly. " She won fair and square." Fain said. Aerith simply giggled. " I think you should give up for today. " She said before grabbing his hat and placing it on her head. " Let's go enjoy the rest of the day."

And that was what they did for the remainder of the day. Fain enjoyed practicing balancing a ball on his nose or head while Tifa and Aerith looked for people to play volleyball with them and Yuffie.

The next day Fain sat on the beach waiting for Sarrow to show up. He listened carefully and umped to his feet in a ready stance when he felt a gust of wind. " I'm not fighting you today boy. Relax but don't leave that stance." Sarrow said and looked him over. He gave Fain a rough shove, which Fain received by adjusting his footing slightly. Sarrow shoved Fain in several dirrections. Fain withstood it. "Good." Sarrow said and gave Fain a swift kick in between Fain's legs. Fain instinctively bent his knees inward to block. It still hurt, but at least it wasn't his family jewels. " Smart." Sarrow said and directed Fain to stand up straight. " Fain watched the man carefully. He was a dirty fighter apparently.

" I'm not going to make you fight me with one eye swollen. Even if you have your ears, and trust me, those are useful. They give us an advantage over humans. Now, extend your arm out like your going to throw a punch." Sarrow said. Fain put his arms up as if to block and made a light jab. Sarrow glared. " Is that how you throw a punch runt?" Sarrow jeered. Fain glared at him " If I'm going to avoid getting grabbed it is." Fain retorted. Sarrow smiled and luaghed. " Smart, smart. But you aren't going to get any power out of a little jab like that." Sarrow said. Fain shrugged. " Better than having my arm dislocated again." Fain said. Sarrow simply smiled sadistically. " Hmph. Then I'll teach you how to dislocate someone's arm. From the shoulder and the elbow. Relax, I'm not going to follow through Put your arm out like you just threw a hay maker." Sarrow said. And for most of the morning Sarrow showed fain how to grapple. Fain spent part of the afternoon after lunch learning how to throw punches and kicks and also how to counter and dodge.

Sarrow was a cruel man. As a fighter he did not show mercy. As an instructor he kept Fain on his toes and was very rough. But he was done beating fain to a pulp. Even when they sparred he didn't go out of his way to hurt Fain the way he did the first day. But he wasn't forgiving either. He made it clear that Fain was going to take him seriously. Sarrow's style of fighting was unpredictable. He himself was ruthless, though he wasn't keen on making Fain the same surprisingly. He showed Fain what he needed to do to be able to kill, cripple and maim if he had to, but he also showed Fain how he could hit someone just right in the temple and not kill them, but put their lights out.

Sarrow was cruel, but... He understood that others could not be him. And he at least did not look down upon that. It was closing to mid afternoon when Sarrow backed off from a sparring match. " I'm not teaching you all day now. I can, but you have other things to do boy. Don't use the shit I taught you on anyone and go cool off. Maybe kiss that lady friend of yours you wuss." Sarrow said and was gone. Fain sighed and walked back to the Villa to take a shower. Except someone was already in the shower when he walked in. Fain looked up to see Yuffie showering and immediately retreated for the door, locking it before shutting it.

"Sorry! Sorry! Sorry!" Fain called through the door. Yuffie soon came out of the shower dressed and punched him hard in the arm before shoving him into the bathroom and leaving. " Take a shower already, you smell like a sweaty dog!" Yuffie yelled. " And don't you dare tell anyone y-you saw me okay!" And Yuffie fled. The rest of the day Fain tried to find some way to apologize for walking in on her without telling anyone what happened. He offered to buy her a box of chocolates when no body was around to hear them. " Why can't you just go buy some and bring them here?" She asked looking annoyed at him. Fain rolled his remaining good eye. " Because they would melt." Fain said. So fain and Yuffie went out.

He bought her a box of chocolates and let her drag him off to see an action movie that evening. Fain blushed when she kissed him. " You're forgiven." She said and punched him in the arm. He sighed relieved and wrapped his tail around her waist as he sat on the beach with her watching the movie. She smiled and petted his tail. Eventually the two were dragged back home by an annoyed Barret who stopped them from going on a night swim that Fain wasn't keen on anyways. Swimming=water in the ears... Mostly because Yuffie loved dunking him. And then there was water going up the nose. That wasn't fun either.

The rest of the week at Costa del Sol was much like that. Fain learned as much as he could from Sarrow and adapted his own style, sometimes using magic to supplement it. Sarrow also taught Fain wind and water magic. Water was especially damaging if used like a whip or focused into a high pressure jet stream. Yuffie also got revenge on Fain for walking in on her by just flushing the toilet on him once. Cloud and Barret had a contest to see who could lift more. Cloud lost. And not by Barret but by Tifa. Red XIII played in a beach soccer game and Aerith enjoyed flying kites. The last day where Fain and Tifa were to have their match in the early morning was the next day. Fain Simply looked at the shiner still present and sighed. He curled up and went to bed. Tomorrow he had something to prove.


	15. Hiatus

Dear Readers,

Due to my current situation many of my stories are now being put on hold. I do apologize for the lack of notification and information as well as not updating. I DO plan on returning to my stories. I have a lot to do. But unfortunately life is very busy. I have classes four days a week and a work two part time jobs. So yeah. ^^;; I will try to do SOMETHING to try and get back to my previous projects and that may require me to start one other story so I can tie them all together... . Or not. We will see. For now, I want to let you know 'The Stray', 'The Leaf Whistler', 'The New Shield Hero', and Re-writing 'Dealing with the Ancients' is on a break. I am trying to work on a some stories though still. ^^;; One called Lefko which is on FictionPress and another that will be a misc. crossover on here called 'The Adventures of Gray' which is another of my OC characters and is very special to me.

I am sorry for the lack of updates and information... And the starting of other projects. (Getting side tracked. . ) But I will try to make the wait worth it! In the mean time I am starving for feedback! ^^;; Thank you for reading my stories and for understanding.

-Mionikoi


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